Pine Labs CEO, chairman, board of directors and AGM

• To consider and adopt the audited standalone and consolidated financial statements of the Company for the financial year ended March 31, 2026, together with the reports of the board of directors and auditors’ thereonMoreLess

  26 for0 against
• To consider and re-appoint Mr. Kush Mehra (DIN: 08154941), who retires by rotation and being eligible, offers himself for re-appointment

  26 for0 against
• To consider and re-appoint M/s B S R & Co. LLP, Chartered Accountants as the Statutory Auditors and to fix their remuneration

  26 for0 against
• To consider and approve revision in remuneration payable to Mr. Kush Mehra, Whole-Time Director of the Company

  ›Against 360 One Mutual Fund, Angel One Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Helios Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Jio BlackRock Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund, The Wealth Company Mutual Fund, UTI Mutual Fund, Zerodha Mutual Fund

  • 360 One Mutual Fund, DSP Mutual Fund, Jio BlackRock Mutual FundKush Mehra, 45, is Executive Director, President and Chief Business Officer – Digital Infrastructure and Transaction Platform. In FY26, he received remuneration of Rs. 129.3 mn (including fair value of stock options) and Rs. 22.98 mn in FY25. We estimate his FY27 remuneration at Rs. 391.3 mn (including fair value of stock options), which is high compared to the size of the business and not commensurate with peers. We expect the company to disclose the quantum of stock options that will be granted to him during his tenure. The company also states that he will be entitled to an increment of upto 20% every financial year. Given these concerns, we do not support this resolution.
  • Angel One Mutual FundAbsence of disclosure of the potential ESOP benefit that may accrue to proposed appointee.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Helios Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund, The Wealth Company Mutual Fund, Zerodha Mutual FundCompliant with law. No concern on the merits of the appointee. Transparency concern: No absolute cap on the potential ESOP benefits. Lack of clarity regarding overall remuneration payable to the proposed director.
  • Baroda BNP Paribas Mutual FundCompliant with law. No concern on the merits of the appointee. However, there is no mention of absolute cap on the potential ESOP benefits. Lack of clarity regarding overall remuneration payable to the proposed director.
  • HSBC Mutual FundA vote AGAINST the executive remuneration is warranted because: The Executive will be paid the proposed remuneration irrespective of the company's financial performance during his tenure. There are no disclosures on the performance metrics and (threshold and target) performance that Executive needs to achieve based on which payouts under variable pay element will be made. The company has not provided information on the quantum of stock options to be granted during the term or overall fair value of such grants for each year. Nominee's pay can be considered to be open-ended and may lead to discretionary payouts. The proposed salary increment of 20% per annum is deemed to be high as compared to market practices.
  • ICICI Prudential Mutual FundThe AMC has voted against the resolution, due to absence of disclosure of the potential ESOP benefit that may accrue to proposed appointee
  • UTI Mutual FundKush Mehra, 45, is Executive Director, President and Chief Business Officer – Digital Infrastructure and Transaction Platform. In FY26, he received remuneration of Rs. 129.3 mn (including fair value of stock options) and Rs. 22.98 mn in FY25. His estimated FY27 remuneration would be around Rs. 391.3 mn (including fair value of stock options), which is high compared to the size of the business and not commensurate with peers. We expect the company to disclose the quantum of stock options that will be granted to him during his tenure. The company also states that he will be entitled to an increment of upto 20% every financial year. Given these concerns, we do not support this resolution.

  10 for16 against
• To consider and approve revision in remuneration payable to Ms. Amrita Gangotra, Non-Executive Independent Director of the Company

  ›Against Angel One Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund, The Wealth Company Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundGovernance Concern: Excessive time-commitment and Pre-fixed or Pre-determined remuneration to an Independent Director.
  • Baroda BNP Paribas Mutual FundNo concern has been identified regarding profile and attendance. However, the director presently holds 6 listed directorships, and is also a founder and designated partner at a LLP. This raises time commitment concerns. So, we do not support the resolution
  • Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund, The Wealth Company Mutual Fund, Zerodha Mutual FundCompliant with law. No concern has been identified regarding profile and attendance. Governance Concern: Excessive timecommitment and Pre-fixed or Pre-determined remuneration to an ID.

  18 for8 against
• To consider and approve revision in remuneration payable to Mr. Maninder Singh Juneja, Non-Executive Independent Director of the Company

  ›Against Angel One Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund, The Wealth Company Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundGovernance Concern: Pre-fixed or Pre-determined remuneration to an Independent Director.
  • Baroda BNP Paribas Mutual FundCompliant with law. No concern has been identified regarding profile, time commitment and attendance. However, there is Pre-fixed or Pre-determined remuneration to an ID which does not go as per spirit of law.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund, The Wealth Company Mutual Fund, Zerodha Mutual FundCompliant with law. No concern has been identified regarding profile, time commitment and attendance. Governance Concern: Pre-fixed or Pre-determined remuneration to an ID.

  18 for8 against
• To consider and approve revision in remuneration payable to Ms. Smita Chandramani Kumar, Non-Executive Independent Director of the Company

  ›Against Angel One Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund, The Wealth Company Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundGovernance Concern: Pre-fixed or Pre-determined remuneration to an Independent Director.
  • Baroda BNP Paribas Mutual FundCompliant with law. No concern has been identified regarding profile, time commitment and attendance. However, there is a Pre-fixed or Pre-determined remuneration to an ID which does not go with spirit of law.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund, The Wealth Company Mutual Fund, Zerodha Mutual FundCompliant with law. No concern has been identified regarding profile, time commitment and attendance. Governance Concern: Pre-fixed or Pre-determined remuneration to an ID.

  18 for8 against

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• Ratification and Amendment of the Pine Labs Employee Stock Option Plan 2025 (“ESOP Scheme”) of the Company

  ›Against Aditya Birla Sun Life Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual Fund

  • Aditya Birla Sun Life Mutual FundESOP 2025 has a pool size of 102.1 mn options, of which 15.8 mn options are available for further grants. Once these options are granted, it will lead to a dilution of 1.3% on the current expanded capital base. The proposed amendments cover changes relating to definitions, employee eligibility, grant and acceptance processes, vesting and exercise provisions, extension of exercise periods for certain employees, and alignment with the company’s clawback policy.The scheme does not specify the vesting conditions, which will be specified in the grant letter. The maximum vesting period of ten years appears longer than typical market practice and may increase the likelihood of options being in the money. Further, the exercise price is not defined and will be set in the grant letter. Thus, the options could be granted at a significant discount to the market price. Where the exercise price is at a significant discount to the market price, we expect companies to provide granular clarity on performance criteria along with the associated targets, or, at a minimum, a commitment to disclose such targets in the annual report after vesting. In the current case, there is no clarity on whether the vesting is linked to performance criteria. In the absence of clarity and disclosures, we do not support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual FundNon-Compliant under SEBI SBEB Regulations: Absolute Discretion to NRC to determine Exercise Price. Governance Concern: Potential maximum benefit that may be granted to a single employee appears to be excessive.
  • Baroda BNP Paribas Mutual FundThe proposed resolution is related to approval of company's Employee Stock Option Plan 2025 (ESOP Scheme). The scheme seeks absolute discretion to the Board/ NRC to modify, alter, vary the ESOP scheme's exercise price, which is not viewed as a good governance practice. It is expected that the Company makes objective disclosure on the ESOP scheme, as required by SEBI regulations.

  6 for6 against
• Ratification of the extension of the benefits of Pine Labs Employee Stock Option Plan 2025 (ESOP Scheme) to the employees of subsidiary companies of the Company

  ›Against Aditya Birla Sun Life Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual Fund

  • Aditya Birla Sun Life Mutual FundThrough resolution #2, the company seeks shareholder approval to extend the benefits of ESOP 2025 to employees of subsidiary companies. Our view is linked to resolution #1. We do not support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual FundNon-Compliant with SEBI (SBEB & SE) Regulations 2021: Interlinked with Resolution #1.
  • Baroda BNP Paribas Mutual FundThis resolution is linked to the other resolution from the company on Employee Stock Option Plan 2025 (ESOP Scheme). As we do not support the scheme, this resolution is also not supported.

  6 for6 against
• Appointment of Secretarial Auditor

  12 for0 against
• Creation of charges, mortgages, hypothecation on the immovable and movable properties of the Company under Section 180(1)(a) of the Companies Act, 2013

  8 for0 against