PB Fintech CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 26 Sep 2025, 35 fund houses

• 1 - To receive, consider and adopt the Audited Standalone Financial Statements and Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2025, together with the Reports of the Board of Directors and the Auditors thereon.MoreLess

  35 for0 against
• 2 - To re-appoint Mr. Yashish Dahiya (DIN: 00706336) as a director, who retires by rotation and being eligible, offers himself for re-appointment.

  ›Against Angel One Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, PPFAS Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual Fund, LIC Mutual FundGovernance Concern: Combined position of Chairman and Executive Director, which may lead to concentration of power in the hands of a single individual.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. No issues on merit of appointee. Governance Concern: Combined position of Chairman and Executive Director, which may lead to concentration of power in the hands of a single individual.
  • PPFAS Mutual FundCombined position of Chairman & ED.

  27 for8 against
• 3 - To appoint M/s. Dhananjay Shukla & Associates with Registration No. P2025HR323300 as Secretarial Auditor of the Company for a period of 5 (Five) years.

  35 for0 against
• 4 - To approve the re-appointment of Mr. Yashish Dahiya (DIN: 00706336) as Chairman, Executive Director and Chief Executive Officer of the Company and approval of remuneration.

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, PPFAS Mutual Fund, UTI Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual Fund, LIC Mutual Fund, Nippon India Mutual FundGovernance Concern: Combined position of Chairman and Executive Director; Past remuneration has been unreasonable; ESOP Benefits passed by the Company has been concentrated only around founders and KMPs.
  • Axis Mutual Fund, Bank of India Mutual Fund, Jio BlackRock Mutual Fund, UTI Mutual FundYashish Dahiya, 52, is the co-founder, Chairperson, Executive Director and Chief Executive Officer. Yashish Dahiya’s remuneration is likely to exceed the limits under the Company’s Act, 2013 due to perquisite value of stock options to be exercised by him. Based on the fair value of stock options granted to him in the past and remuneration from subsidiary company, his FY25 remuneration was Rs. 1,466.8 mn. The 2023 AGM notice stated that there was no proposal to grant additional stock options to him (from the then ESOP 2021 scheme). However, he was granted stock options under the 2024 scheme in FY25. While we support his reappointment, we do not support the resolution because of the open-ended remuneration structure. There is no clarity on the stock options that he is eligible to receive during the proposed tenure, including from present or future schemes, and from the company, its subsidiary or associate companies. As a result, we are unable to estimate his proposed remuneration. Therefore, although we support Yashish Dahiya’s reappointment as Executive Chairperson and CEO, we do not support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. No issues on merit of appointee. Governance Concern: Combined position of Chairman and Executive Director; Past remuneration has been unreasonable; ESOP Benefits passed by the Company has been concentrated only around founders and KMPs.
  • ICICI Prudential Mutual FundYashish Dahiya, 52, is the co-founder, Chairperson, Executive Director and Chief Executive Officer. The AMC do support his reappointment, but we do not support the resolution mainly owing to the open-ended remuneration structure. There is no clarity on the stock options that he is eligible to receive. Due to perquisite value of stock options to be exercised by him, remuneration including ESOPs may look very high. Hence the AMC has voted against the resolution.
  • Invesco Mutual FundYashish Dahiya, 52, is the co-founder, Chairperson, Executive Director and Chief Executive Officer. Yashish Dahiya’s remuneration is likely to exceed the limits under the Company’s Act, 2013 due to perquisite value of stock options to be exercised by him. Based on the fair value of stock options granted to him in the past and remuneration from subsidiary company, his FY25 remuneration was Rs. 1,466.8 mn. The 2023 AGM notice stated that there was no proposal to grant additional stock options to him (from the then ESOP 2021 scheme). However, he was granted stock options under the 2024 scheme in FY25. While we support his reappointment, we do not support the resolution because of the open-ended remuneration structure. There is no clarity on the stock options that he is eligible to receive during the proposed tenure, including from present or future schemes, and from the company, its subsidiary or associate companies. As a result, we are unable to estimate his proposed remuneration. Therefore, although we support Yashish Dahiya’s reappointment as Executive Chairperson and CEO, we do not support the resolution
  • PPFAS Mutual FundESOP Benefit concentrated only around founders /few KMPs; Unreasonable Past remuneration; Combined position of Chairman & ED

  19 for16 against
• 5 - To approve the Re-appointment of Mr. Alok Bansal (DIN: 01653526), Executive Vice Chairman and Whole Time Director of the Company and approval of remuneration.

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, PPFAS Mutual Fund, UTI Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual Fund, LIC Mutual Fund, Nippon India Mutual FundGovernance Concern: Past remuneration has been unreasonable; ESOP Benefits passed by the Company has been concentrated only around founders and KMPs.
  • Axis Mutual Fund, Bank of India Mutual Fund, Jio BlackRock Mutual Fund, UTI Mutual FundAlok Bansal, 49, is the Vice Chairperson and Whole-time Director of the company. Alok Bansal’s remuneration is likely to exceed the limits under the Company’s Act, 2013 due to perquisite value of stock options to be exercised by him. Based on the fair value of stock options granted to him in the past, we estimate his FY25 remuneration was Rs. 627.9 mn. The 2023 AGM notice stated that there was no proposal to grant additional stock options to him. However, he was granted stock options under the 2024 scheme in FY25. While we support his reappointment, we do not support the resolution because of the open-ended remuneration structure. There is no clarity on the stock options that he is eligible to receive during the proposed tenure, including present or future schemes, and from the company, its subsidiary or associate companies. As a result, we are unable to estimate his proposed remuneration. Therefore, although we support Alok Bansal’s reappointment as Executive Vice-Chairperson and Whole-Time Director, we do not support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. No issues on merit of appointee. Governance Concern: Past remuneration has been unreasonable; ESOP Benefits passed by the Company has been concentrated only around founders and KMPs.
  • ICICI Prudential Mutual FundAlok Bansal, 49, is the Vice Chairperson and Whole-time Director of the company. The AMC do support his reappointment, but we do not support the resolution mainly owing to the open-ended remuneration structure. There is no clarity on the stock options that he is eligible to receive. Due to perquisite value of stock options to be exercised by him, remuneration including ESOPs may look very high. Hence the AMC has voted against the resolution.
  • Invesco Mutual FundAlok Bansal, 49, is the Vice Chairperson and Whole-time Director of the company. Alok Bansal’s remuneration is likely to exceed the limits under the Company’s Act, 2013 due to perquisite value of stock options to be exercised by him. Based on the fair value of stock options granted to him in the past, we estimate his FY25 remuneration was Rs. 627.9 mn. The 2023 AGM notice stated that there was no proposal to grant additional stock options to him. However, he was granted stock options under the 2024 scheme in FY25. While we support his reappointment, we do not support the resolution because of the open-ended remuneration structure. There is no clarity on the stock options that he is eligible to receive during the proposed tenure, including present or future schemes, and from the company, its subsidiary or associate companies. As a result, we are unable to estimate his proposed remuneration. Therefore, although we support Alok Bansal’s reappointment as Executive Vice-Chairperson and Whole-Time Director, we do not support the resolution
  • PPFAS Mutual FundESOP Benefit concentrated only around founders /few KMPs; Unreasonable Past remuneration

  19 for16 against
• 6 - To approve the remuneration of Mr. Sarbvir Singh (DIN: 00509959), Executive Director and Joint Group CEO of the Company.

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, PPFAS Mutual Fund, UTI Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual Fund, LIC Mutual FundGovernance Concern: Past remuneration has been unreasonable; ESOP Benefits passed by the Company has been concentrated only around founders and KMPs. Transparency Concern: Significant discrepancy regarding remuneration paid from subsidiary company.
  • Axis Mutual Fund, Bank of India Mutual Fund, Jio BlackRock Mutual FundSarbvir Singh, 51, is the Executive Director & Joint Group Chief Executive Officer of the company. He also holds the position of President at Policybazaar Insurance Brokers Private Limited, a wholly owned subsidiary. his office or place of profit in Policybazaar is proposed to be vacated and he is proposed to be remunerated from the company from 1 October 2025. Sarbvir Singh’s remuneration is likely to exceed the limits under the Company’s Act, 2013 due to perquisite value of stock options to be exercised by him. Based on the fair value of stock options granted to him in the past, we estimate his FY25 remuneration was Rs. 543.7 mn. The 2023 AGM notice stated that there was no proposal to grant additional stock options to him. However, he was granted stock options under the 2024 scheme in FY25. While we support his reappointment, we do not support the resolution because of the open-ended remuneration structure. There is no clarity on the stock options that he is eligible to receive during the proposed tenure, including present or future schemes, and from the company, its subsidiary or associate companies. As a result, we are unable to estimate his proposed remuneration. Since we do not have sufficient information to make an informed decision, we do not support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual FundCompliant with law. No issues on merit of appointee. Governance Concern: Past remuneration has been unreasonable; ESOP Benefits passed by the Company has been concentrated only around founders and KMPs. Transparency Concern: Significant discrepancy regarding remuneration paid from subsidiary company.
  • ICICI Prudential Mutual FundSarbvir Singh, 51, is the Executive Director & Joint Group Chief Executive Officer of the company. There is no clarity on the stock options that he is eligible to receive. Due to perquisite value of stock options to be exercised by him, remuneration including ESOPs may look very high. Hence the AMC has voted against the resolution.
  • Invesco Mutual FundSarbvir Singh, 51, is the Executive Director & Joint Group Chief Executive Officer of the company. He also holds the position of President at Policybazaar Insurance Brokers Private Limited, a wholly owned subsidiary. his office or place of profit in Policybazaar is proposed to be vacated and he is proposed to be remunerated from the company from 1 October 2025. Sarbvir Singh’s remuneration is likely to exceed the limits under the Company’s Act, 2013 due to perquisite value of stock options to be exercised by him. Based on the fair value of stock options granted to him in the past, we estimate his FY25 remuneration was Rs. 543.7 mn. The 2023 AGM notice stated that there was no proposal to grant additional stock options to him. However, he was granted stock options under the 2024 scheme in FY25. While we support his reappointment, we do not support the resolution because of the open-ended remuneration structure. There is no clarity on the stock options that he is eligible to receive during the proposed tenure, including present or future schemes, and from the company, its subsidiary or associate companies. As a result, we are unable to estimate his proposed remuneration. Since we do not have sufficient information to make an informed decision, we do not support the resolution
  • Nippon India Mutual FundGovernance Concern: Past remuneration has been unreasonable; ESOP Benefits passed by the Company has been concentrated only around founders and KMPs.
  • PPFAS Mutual FundESOP Benefit concentrated only around founders /few KMPs; Unreasonable Past remuneration; No absolute clarity regarding remuneration from subsidiary company
  • UTI Mutual FundSarbvir Singh, 51, is the Executive Director & Joint Group Chief Executive Officer of the company. He also holds the position of President at Policybazaar Insurance Brokers Private Limited, a wholly owned subsidiary. his office or place of profit in Policybazaar is proposed to be vacated and he is proposed to be remunerated from the company from 1 October 2025. Sarbvir Singh’s remuneration is likely to exceed the limits under the Company’s Act, 2013 due to perquisite value of stock options to be exercised by him. Based on the fair value of stock options granted to him in the past, we estimate his FY25 remuneration was Rs. 543.7 mn. The 2023 AGM notice stated that there was no proposal to grant additional stock options to him. However, he was granted stock options under the 2024 scheme in FY25. While we support his reappointment, we do not support the resolution because of the open-ended remuneration structure. There is no clarity on the stock options that he is eligible to receive during the proposed tenure, including present or future schemes, and from the company, its subsidiary or associate companies. As a result, we do not have sufficient information to make an informed decision, we do not support the resolution.

  18 for17 against

Mutual fund votes, meeting of 13 Apr 2025, 30 fund houses

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

• To approve entering into material related party transaction(s) with PB Healthcare Services Private Limited, a related party of the Company

  ›Against Bank of India Mutual Fund, Canara Robeco Mutual Fund, Sundaram Mutual Fund, UTI Mutual Fund

  • Bank of India Mutual FundOf the proposed Rs. 6.96 bn of investments, Rs. 3.5 bn will be from the company’s IPO proceeds and the residual will be from the company’s non-IPO funds. We do not support the resolution because: (i) The company has not provided granular details regarding the proposed healthcare business. There is lack of disclosure regarding the business model of the proposed healthcare business and PB Fintech’s role in the proposed venture; (ii) The company has not disclosed details of the other investors. (iii) In a media interview, PB Fintech’s leadership asserted that the company would be diluted to 25% from the currently disclosed 33.63% - however, the shareholder notice does not disclose this. The rationale for holding a 25% stake (on a fully diluted basis) in PB Healthcare is unclear since it does not give PB Fintech control over the proposed healthcare business; (iv) There is no clarity on how the proposed investment will benefit the stakeholders of PB Fintech, especially considering that there is no clarity on what the business of PB Healthcare Services Private Limited will be; (v) In a media interview, PB Fintech’s leadership stated that there is a 50% chance of success of this business. The board must disclose the details of the venture, its risk assessment of the proposed venture, and measures it has taken to protect PB Fintech’s proposed investment in the venture. (vi) PB Healthcare will have an ESOP pool of 21% on a fully diluted basis. This is high and the rationale for the same has not been articulated. (vi) Yashish Dahiya, Alok Bansal and other KMPs of PB Fintech propose to subscribe to the securities of PB Healthcare. The company has clarified that as per the current arrangement, no employee stock options are proposed to be granted to them from PB Healthcare. However, it is unclear if they will be eligible for stock options from PB Healthcare in the future.
  • Canara Robeco Mutual FundOf the proposed Rs. 6.96 bn of investments, Rs. 3.5 bn will be from the company’s IPO proceeds and the residual will be from the company’s non-IPO funds. We do not support the resolution because: There is lack of disclosure regarding the business model of the proposed healthcare business and PB Fintech’s role in the proposed venture; The company has not disclosed details of the other investors. There is no clarity on how the proposed investment will benefit the stakeholders of PB Fintech, especially considering that there is no clarity on what the business of PB Healthcare Services Private Limited will be. The board must disclose the details of the venture, its risk assessment of the proposed venture, and measures it has taken to protect PB Fintech’s proposed investment in the venture. PB Healthcare will have an ESOP pool of 21% on a fully diluted basis. This is high and the rationale for the same has not been articulated. Yashish Dahiya, Alok Bansal and other KMPs of PB Fintech propose to subscribe to the securities of PB Healthcare. The company has clarified that as per the current arrangement, no employee stock options are proposed to be granted to them from PB Healthcare. However, it is unclear if they will be eligible for stock options from PB Healthcare in the future.
  • Sundaram Mutual FundOf the proposed Rs. 6.96 bn of investments, Rs. 3.5 bn will be from the company’s IPO proceeds and the residual will be from the company’s non-IPO funds. We do not support the resolution because: (i) The company has not provided granular details regarding the proposed healthcare business. There is lack of disclosure regarding the business model of the proposed healthcare business and PB Fintech’s role in the proposed venture; (ii) The company has not disclosed details of the other investors. (iii) In a media interview, PB Fintech’s leadership asserted that the company would be diluted to 25% from the currently disclosed 33.63% - however, the shareholder notice does not disclose this. The rationale for holding a 25% stake (on a fully diluted basis) in PB Healthcare is unclear since it does not give PB Fintech control over the proposed healthcare business; (iv) There is no clarity on how the proposed investment will benefit the stakeholders of PB Fintech, especially considering that there is no clarity on what the business of PB Healthcare Services Private Limited will be; (v) In a media interview, PB Fintech’s leadership stated that there is a 50% chance of success of this business. The board must disclose the details of the venture, its risk assessment of the proposed venture, and measures it has taken to protect PB Fintech’s proposed investment in the venture. (vi) PB Healthcare will have an ESOP pool of 21% on a fully diluted basis. This is high and the rationale for the same has not been articulated. (vi) Yashish Dahiya, Alok Bansal and other KMPs of PB Fintech propose to subscribe to the securities of PB Healthcare. It is unclear if these executives will be classified as promoters of PB Healthcare and if they will be eligible for stock options from PB Healthcare.
  • UTI Mutual FundWe support PBFintech's initiative and investment in Healthcare business but do not approve KMP investments in personal capacity as it can potentially engender conflict of interest in future. Therefore, we are unable to support the related party transaction.

  4 for4 against
• To allow Mr. Yashish Dahiya, Chairman, Executive Director & Chief Executive Officer of the Company to enter into related party transaction(s) with PB Healthcare Services Private Limited, a related party of the CompanyMoreLess

  ›Against Bank of India Mutual Fund, Canara Robeco Mutual Fund, Sundaram Mutual Fund, UTI Mutual Fund

  • Bank of India Mutual Fund, Canara Robeco Mutual Fund, Sundaram Mutual FundThrough resolution #2 the company seeks shareholder approval to allow Yashish Dahiya to subscribe to securities of PB Healthcare. We note the company’s assertion that the proposed transaction does not meet the materiality thresholds stated in regulations, and that shareholder approval is yet being sought by the board. Our view on these resolutions is linked to our view on resolution #1. We do not support the resolution.
  • UTI Mutual FundOur view on these resolutions is linked to our view on resolution #1. We do not support the resolution.

  4 for4 against
• To allow Mr. Alok Bansal, Executive Vice Chairman & Whole-time Director of the Company to enter into related party transaction(s) with PB Healthcare Services Private Limited, a related party of the CompanyMoreLess

  ›Against Angel One Mutual Fund, Bank of India Mutual Fund, Baroda BNP Paribas Mutual Fund, Canara Robeco Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund, Sundaram Mutual Fund, UTI Mutual Fund

  • Angel One Mutual FundTransparency concern: Significant stake reserved for ESOPs and no clarity on the ESOP entitlements; with no clarity on what brand and other benefits that the other investor will bring, it cannot be ascertained as to whether forgoing brand premium is fair to the Company and its shareholders or not.
  • Bank of India Mutual Fund, Canara Robeco Mutual Fund, Navi Mutual Fund, Sundaram Mutual FundThrough resolution #3 the company seeks shareholder approval to allow Alok Bansal to subscribe to securities of PB Healthcare. We note the company’s assertion that the proposed transaction does not meet the materiality thresholds stated in regulations, and that shareholder approval is yet being sought by the board. Our view on these resolutions is linked to our view on resolution #1. We do not support the resolution.
  • Baroda BNP Paribas Mutual Fundvaluation methodology of ccps and esop details are not there.
  • Edelweiss Mutual Fund, Groww Mutual Fund, PGIM India Mutual FundSignificant stake reserved for ESOPs and no clarity on the ESOP entitlements; with no clarity on what brand and other benefits that the other investor will bring, it cannot be ascertained as to whether forgoing brand premium is fair to the Company and its shareholders or not.
  • ICICI Prudential Mutual FundThe AMC has voted against the resolution as it is linked with the above resolution.
  • Invesco Mutual FundThe company seeks shareholder approval to allow Alok Bansal to subscribe to securities of PB Healthcare. We note the company’s assertion that the proposed transaction does not meet the materiality thresholds stated in regulations, and that shareholder approval is yet being sought by the board. We do not support the resolution because: (i) The company has not provided granular details regarding the proposed healthcare business. There is lack of disclosure regarding the business model of the proposed healthcare business and PB Fintech’s role in the proposed venture; (ii) The company has not disclosed details of the other investors. (iii) In a media interview, PB Fintech’s leadership asserted that the company would be diluted to 25% from the currently disclosed 33.63% - however, the shareholder notice does not disclose this. The rationale for holding a 25% stake (on a fully diluted basis) in PB Healthcare is unclear since it does not give PB Fintech control over the proposed healthcare business; (iv) There is no clarity on how the proposed investment will benefit the stakeholders of PB Fintech, especially considering that there is no clarity on what the business of PB Healthcare Services Private Limited will be; (v) In a media interview, PB Fintech’s leadership stated that there is a 50% chance of success of this business. The board must disclose the details of the venture, its risk assessment of the proposed venture, and measures it has taken to protect PB Fintech’s proposed investment in the venture. (vi) PB Healthcare will have an ESOP pool of 21% on a fully diluted basis. This is high and the rationale for the same has not been articulated. (vi) Yashish Dahiya, Alok Bansal and other KMPs of PB Fintech propose to subscribe to the securities of PB Healthcare. It is unclear if these executives will be classified as promoters of PB Healthcare and if they will be eligible for stock options from PB Healthcare. We do not support the resolution.
  • Kotak Mahindra Mutual FundThrough resolution #3 the company seeks shareholder approval to allow Alok Bansal to subscribe to securities of PB Healthcare. We note the company s assertion that the proposed transaction does not meet the materiality thresholds stated in regulations, and that shareholder approval is yet being sought by the board. Our view on these resolutions is linked to our view on resolution #1. We do not support the resolution.
  • Mirae Asset Mutual FundNeed better disclosures on proposed new venture
  • UTI Mutual FundOur view on these resolutions is linked to our view on resolution #1. We do not support the resolution.

  16 for14 against
• To allow other Key Managerial Personnel (“KMP”) of the Company to enter into related party transaction(s) with PB Healthcare Services Private Limited, a related party of the Company

  ›Against Bank of India Mutual Fund, Canara Robeco Mutual Fund, Sundaram Mutual Fund, UTI Mutual Fund

  • Bank of India Mutual Fund, Canara Robeco Mutual Fund, Sundaram Mutual FundThrough resolution #4 the company seeks shareholder approval to allow other KMPs of PB Fintech to subscribe to securities of PB Healthcare. We note the company’s assertion that the proposed transaction does not meet the materiality thresholds stated in regulations, and that shareholder approval is yet being sought by the board. Our view on these resolutions is linked to our view on resolution #1. We do not support the resolution.
  • UTI Mutual FundOur view on these resolutions is linked to our view on resolution #1. We do not support the resolution.

  4 for4 against

Mutual fund votes, meeting of 16 Mar 2025, 27 fund houses

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

• Alteration in the objects of the Initial Public Offer for which amount was raised

  23 for0 against
• To approve the extension of the time limit for the utilisation of funds raised in Initial Public Offer

  27 for0 against

Mutual fund votes, meeting of 27 Sep 2024, 26 fund houses

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

• To receive, consider and adopt the Audited Standalone Financial Statements and Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2024, together with the Reports of the Board of Directors and the Auditors thereonMoreLess

  26 for0 against
• To re-appoint Mr. Alok Bansal (DIN: 01653526) as a Director, who retires by rotation and being eligible, offers himself for re-appointment

  26 for0 against
• To approve the appointment of Mr. Dhruv Shringi (DIN: 00334986) as an Independent Director and approval of Remuneration

  ›Against Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual Fund

  • Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual FundCompliant with law. Governance concern: Proposed fixed remuneration appears excessive.

  20 for6 against
• To approve the remuneration payable to Mr. Kaushik Dutta (DIN: 03328890), Non-Executive Independent Director of the Company

  ›Against Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual Fund

  • Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual FundCompliant with law. Governance concern: Proposed fixed remuneration appears excessive.

  20 for6 against
• To approve the remuneration payable to Mr. Gopalan Srinivasan (DIN: 01876234), Non-Executive Independent Director of the Company

  ›Against Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual Fund

  • Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual FundCompliant with law. Governance concern: Proposed fixed remuneration appears excessive.
  • Motilal Oswal Mutual FundCompliant with law. Governance Concern: Inadequate justification for proposed amendment.

  19 for7 against
• To approve the remuneration payable to Mr. Nilesh Bhaskar Sathe (DIN: 02372576), Non-Executive Independent Director of the Company

  ›Against Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, LIC Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual FundNilesh Bhaskar Sathe, 67, is the former whole-time member of IRDAI. He attended all six board meetings held in FY24. His remuneration for FY24, was Rs. 2.4 mn, excluding sitting fees of Rs. 1.0 mn. He was appointed as an Independent Director of the company for five years from 19 June 2021. The company is seeking shareholder approval to pay him an annual remuneration of Rs. 3.6 mn from 1 April 2024. Nilesh Bhaskar Sathe has been a member of the NRC since 28 June 2021 and as a member is accountable for the manner in which remuneration has been managed in FY22. The fair value of Yashish Dahiya’s, Alok Bansal’s and Sarbvir Singh’s stock option grants aggregated Rs. 9.2 bn in October 2021. The exercise price was face value and the only vesting condition was that the market capitalization be maintained at USD 5 bn: the company, on listing, had a market capitalization of USD 5 bn. Therefore, if IPO investors just about get their money back without any returns, Yashish Dahiya, Alok Bansal and Sarbvir Singh stood to gain almost Rs. 11 bn. We note that 30% of institutional investors did not support the ESOP 2021 scheme when it was put to shareholder vote subsequently: we estimate that the resolution most likely carried because of the support of the pre-IPO investors. Therefore, we do not support the resolution.
  • Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual FundCompliant with law. Governance concern: Proposed fixed remuneration appears excessive.
  • ICICI Prudential Mutual FundNilesh Bhaskar Sathe, 67, is the former whole-time member of IRDAI. He attended all six board meetings held in FY2024. His remuneration for FY2024, was `2.4 million, excluding sitting fees of `1.0 million. He was appointed as an Independent Director of the company for five years from June 19, 2021. The company is seeking shareholder approval to pay him an annual remuneration of `3.6 million from April 1, 2024. Nilesh Bhaskar Sathe has been a member of the NRC since June 28, 2021 and as a member is accountable for the manner in which remuneration has been managed in FY2022. The fair value of Yashish Dahiya’s, Alok Bansal’s and Sarbvir Singh’s stock option grants aggregated `9.2 billion in October 2021. The exercise price was face value and the only vesting condition was that the market capitalization be maintained at USD 5 billion. The company, on listing, had a market capitalization of USD 5 billion. Therefore, IPO investors just about get their money back without any returns, Yashish Dahiya, Alok Bansal and Sarbvir Singh stood to gain almost `11 billion. The AMC noted that 30% of institutional investors did not support the ESOP 2021 scheme when it was put to shareholder for vote subsequently. The AMC estimate that the resolution most likely carried because of the support of the pre-IPO investors. Considering the above, the AMC has voted against the resolution.
  • Invesco Mutual FundNilesh Bhaskar Sathe, 67, is the former whole-time member of IRDAI. He attended all six board meetings held in FY24. His remuneration for FY24, was Rs. 2.4 mn, excluding sitting fees of Rs. 1.0 mn. He was appointed as an Independent Director of the company for five years from 19 June 2021. The company is seeking shareholder approval to pay him an annual remuneration of Rs. 3.6 mn from 1 April 2024. Nilesh Bhaskar Sathe has been a member of the NRC since 28 June 2021 and as a member is accountable for the manner in which remuneration has been managed in FY22. The fair value of Yashish Dahiya’s, Alok Bansal’s and Sarbvir Singh’s stock option grants aggregated Rs. 9.2 bn in October 2021. The exercise price was face value and the only vesting condition was that the market capitalization be maintained at USD 5 bn: the company, on listing, had a market capitalization of USD 5 bn. Therefore, if IPO investors just about get their money back without any returns, Yashish Dahiya, Alok Bansal and Sarbvir Singh stood to gain almost Rs. 11 bn. We note that 30% of institutional investors did not support the ESOP 2021 scheme when it was put to shareholder vote subsequently: we estimate that the resolution most likely carried because of the support of the pre-IPO investors. Therefore, we do not support the resolution

  14 for12 against
• To approve the remuneration payable to Mrs. Veena Vikas Mankar (DIN: 00004168), Non-Executive Independent Director of the Company

  ›Against Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual FundMs. Veena Vikas Mankar, 71, is the Founder of Swadhaar FinAccess. She attended five out of six board (83%) meetings held in FY24. Her remuneration for FY24, was Rs. 2.4 mn, excluding sitting fees of Rs. 0.8 mn. She was appointed as an Independent Director of the company for five years from 19 June 2021. The company is seeking shareholder approval to pay her an annual remuneration of Rs. 3.2 mn from 1 April 2024. Ms. Veena Vikas Mankar has been a member of the NRC since 28 June 2021 and as a member is accountable for the manner in which remuneration has been managed in FY22. The fair value of Yashish Dahiya’s, Alok Bansal’s and Sarbvir Singh’s stock option grants aggregated Rs. 9.2 bn in October 2021. The exercise price was face value and the only vesting condition was that the market capitalization be maintained at USD 5 bn: the company, on listing, had a market capitalization of USD 5 bn. Therefore, if IPO investors just about get their money back without any returns, Yashish Dahiya, Alok Bansal and Sarbvir Singh stood to gain almost Rs. 11 bn. We note that 30% of institutional investors did not support the ESOP 2021 scheme when it was put to shareholder vote subsequently: we estimate that the resolution most likely carried because of the support of the pre-IPO investors. Thus, we do not support the resolution.
  • Baroda BNP Paribas Mutual FundUnable to attend AGM. As a Chairperson of NRC, should attend AGM.
  • Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual FundCompliant with law. Governance concern: Proposed director is the NRC chairperson and excessive ESOP benefit passed to selected Directors (Founders & KMPs); Did not attend last AGM and no justification in this regard. Proposed fixed remuneration appears excessive.
  • ICICI Prudential Mutual FundMs. Veena Vikas Mankar, 71, is the Founder of Swadhaar FinAccess. She attended five out of six board (83%) meetings held in FY2024. Her remuneration for FY2024, was `2.4 million, excluding sitting fees of `0.8 million. She was appointed as an Independent Director of the company for five years from June 19, 2021. The company is seeking shareholder approval to pay her an annual remuneration of `3.2 million from April 1, 2024. Ms. Veena Vikas Mankar has been a member of the NRC since June 28, 2021 and as a member is accountable for the manner in which remuneration has been managed in FY2022. The fair value of Yashish Dahiya’s, Alok Bansal’s and Sarbvir Singh’s stock option grants aggregated `9.2 billion in October 2021. The exercise price was face value and the only vesting condition was that the market capitalization be maintained at USD 5 billion. The company, on listing, had a market capitalization of USD 5 billion. Therefore, IPO investors just about get their money back without any returns, Yashish Dahiya, Alok Bansal and Sarbvir Singh stood to gain almost `11 billion. It is to be noted that the director has not been fully independent & excessive benefit has been transferred to the founders. Hence, the AMC has voted against the resolution.
  • Invesco Mutual FundMs. Veena Vikas Mankar, 71, is the Founder of Swadhaar FinAccess. She attended five out of six board (83%) meetings held in FY24. Her remuneration for FY24, was Rs. 2.4 mn, excluding sitting fees of Rs. 0.8 mn. She was appointed as an Independent Director of the company for five years from 19 June 2021. The company is seeking shareholder approval to pay her an annual remuneration of Rs. 3.2 mn from 1 April 2024. Ms. Veena Vikas Mankar has been a member of the NRC since 28 June 2021 and as a member is accountable for the manner in which remuneration has been managed in FY22. The fair value of Yashish Dahiya’s, Alok Bansal’s and Sarbvir Singh’s stock option grants aggregated Rs. 9.2 bn in October 2021. The exercise price was face value and the only vesting condition was that the market capitalization be maintained at USD 5 bn: the company, on listing, had a market capitalization of USD 5 bn. Therefore, if IPO investors just about get their money back without any returns, Yashish Dahiya, Alok Bansal and Sarbvir Singh stood to gain almost Rs. 11 bn. We note that 30% of institutional investors did not support the ESOP 2021 scheme when it was put to shareholder vote subsequently: we estimate that the resolution most likely carried because of the support of the pre-IPO investors. Thus, we do not support the resolution
  • Motilal Oswal Mutual FundCompliant with law. Governance Concern: ESOP Benefit concentrated only around founders and KMPs; Past remuneration has been unreasonable.

  12 for14 against
• To approve the remuneration payable to Ms. Lilian Jessie Paul (DIN: 02864506), Non-Executive Independent Director of the Company

  ›Against Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual Fund

  • Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual FundCompliant with law. Governance concern: Proposed fixed remuneration appears excessive.

  20 for6 against
• To approve the increase in remuneration of Mr. Sarbvir Singh, Joint Group CEO, holding office or place of profit as President of Policybazaar Insurance Brokers Private Limited, a wholly owned subsidiary of the CompanyMoreLess

  ›Against Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual Fund

  • Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual FundCompliant with law. Governance Concern: No absolute cap placed on ESOP benefits that may be passed.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted in view of the following concerns in the executive's remuneration: • The proposed mandate may limit shareholders' rights to review and vote on the said transaction on a periodic basis.
  • HSBC Mutual FundThe proposed mandate may limit shareholders' rights to review and vote on the said transaction on a periodic basis.
  • Motilal Oswal Mutual Fund"Compliant with law. Governance Concern: ESOP Benefit concentrated only around few selected individuals; Combined position of Chairman and Executive Director."

  17 for9 against
• To approve the PB Fintech Limited Employees Stock Option Scheme – 2024

  ›Against Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual Fund

  • Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual FundCompliant with law. Governance Concern: Vesting Conditions linked to Market Price; Excessive benefit may be extended to an individual employee.

  20 for5 against
• To approve the Grant of options to employees of its subsidiary Company and associate Company, in India or outside India of the Company under PB Fintech Limited Employees Stock Option Scheme – 2024

  ›Against Edelweiss Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual Fund

  • Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual FundCompliant with law. Governance Concern: Vesting Conditions linked to Market Price; Excessive benefit may be extended to an individual employee.
  • HSBC Mutual FundThe proposals include grant of units to employees of associate companies without a compelling rationale.
  • Motilal Oswal Mutual FundCompliant with law. Governance Concern: ESOP Benefit concentrated only around few selected individuals.

  17 for7 against

Mutual fund votes, meeting of 23 Sep 2023, 17 fund houses

• To receive, consider and adopt the Audited Standalone Financial Statements and Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2023, together with the Reports of the Board of Directors and the Auditors thereon..MoreLess

  17 for0 against
• To appoint a Director in place of Mr. Sarbvir Singh (DIN: 00509959), who retires by rotation and being eligible, offers himself for re-appointment.

  17 for0 against
• 3. To appoint a Director in place of Mr. Kitty Agarwal (DIN: 07624308), who retires by rotation and being eligible, offer herself for re-appointment.

  ›Against Axis Mutual Fund, Bank of India Mutual Fund, Franklin Templeton Mutual Fund, Invesco Mutual Fund, Sundaram Mutual Fund

  • Axis Mutual Fund, Invesco Mutual FundMs. Kitty Agarwal, 35, is Partner at InfoEdge Ventures. She is a nominee of Makesense Technologies Limited. She has attended 86% (6 out of 7) board meetings held in FY23. Ms. Kitty Agarwal has been a member of the NRC since 28 June 2021 and as a member is accountable for the manner in which remuneration has been managed in FY22. The fair value of Yashish Dahiya’s, Alok Bansal’s and Sarbvir Singh’s stock option grants aggregated Rs. 9.2 bn in October 2021. The exercise price was face value and the only vesting condition was that the market capitalization be maintained at USD 5 bn: the company, on listing, had a market capitalization of USD 5 bn. Therefore, if IPO investors just about get their money back without any returns, Yashish Dahiya, Alok Bansal and Sarbvir Singh stand to gain almost Rs. 11 bn. We note that 30% of institutional investors did not support the ESOP 2021 scheme when it was put to shareholder vote subsequently: we estimate that the resolution most likely carried because of the support of the pre-IPO investors
  • Bank of India Mutual Fund, Sundaram Mutual FundMs. Kitty Agarwal, 35, is Partner at InfoEdge Ventures. She is a nominee of Makesense Technologies Limited. She has attended 86% (6 out of 7) board meetings held in FY23. Ms. Kitty Agarwal has been a member of the NRC since 28 June 2021 and as a member is accountable for the manner in which remuneration has been managed in FY22. The fair value of Yashish Dahiya’s, Alok Bansal’s and Sarbvir Singh’s stock option grants aggregated Rs. 9.2 bn in October 2021. The exercise price was face value and the only vesting condition was that the market capitalization be maintained at USD 5 bn: the company, on listing, had a market capitalization of USD 5 bn. Therefore, if IPO investors just about get their money back without any returns, Yashish Dahiya, Alok Bansal and Sarbvir Singh stand to gain almost Rs. 11 bn. We note that 30% of institutional investors did not support the ESOP 2021 scheme when it was put to shareholder vote subsequently: we estimate that the resolution most likely carried because of the support of the pre-IPO investors.
  • Franklin Templeton Mutual FundA vote AGAINST the nominee is warranted because Kitty Agarwal has failed to attend at least 75 percent of board and committee meetings in the most recent fiscal year, without a satisfactory explanation.

  12 for5 against
• Appointment of the Statutory Auditors in place of retiring auditors

  ›Against JM Financial Mutual Fund, Motilal Oswal Mutual Fund

  • JM Financial Mutual Fund, Motilal Oswal Mutual FundNo concern on merit of auditors. Non-Compliant with Regulation 36(5) of SEBI (LODR) Regulations: Rationale for material change in audit fee not disclosed.

  15 for2 against
• To approve amendment in PB Fintech Employees Stock Option Plan 2021(“ESOP 2021”) of the company

  ›Against HDFC Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • HDFC Mutual FundESOPs are being granted at a discount to market price
  • JM Financial Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance Concern: Inadequate justification for proposed amendment.
  • Nippon India Mutual FundInadequate justification

  13 for4 against
• To approve fixed fees payable to Non- Executive Independent Directors of the company.

  17 for0 against
• To appoint Mr. Sarbvir Singh (DIN: 00509959) as the Executive Director and Joint Group Chief Executive Officer of the company and approval of remuneration.

  ›Against Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, JM Financial Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Bank of India Mutual Fund, Sundaram Mutual FundSarbvir Singh, 50, is also President of Policybazaar Insurance Brokers Private Limited, a wholly owned subsidiary. He has previously served as Managing Partner of WaterBridge Capital management LLP and as Managing Director of Capital18, a Network18 group. We support his appointment as Executive Director and Joint Group CEO. However, we raise concerns regarding his remuneration: based on fair value of stock options, we have computed Sarbvir Singh’s FY24 remuneration at Rs. 212.2 mn (including remuneration from subsidiary), which is high for the size of business. Stock options granted to him under ESOP 2021 will vest if the company’s average market capitalization crosses USD 5.0 bn (~Rs. 420.0 bn) during the vesting period. Based on the company’s issue price of Rs. 980 per equity share, the company’s market capitalization on the IPO date was Rs. 440.5 bn. Therefore, if the stock price reached its IPO levels of Rs. 980, IPO investors would have simply made their investment back without any returns – yet, Sarbvir Singh, with his 1,020,000 grant from the ESOP 2021 pool, would stand to gain almost Rs. 1 bn.
  • Axis Mutual Fund, Invesco Mutual FundSarbvir Singh, 50, is also President of Policybazaar Insurance Brokers Private Limited, a wholly owned subsidiary. He has previously served as Managing Partner of WaterBridge Capital management LLP and as Managing Director of Capital18, a Network18 group. We support his appointment as Executive Director and Joint Group CEO. However, we raise concerns regarding his remuneration: based on fair value of stock options, we have computed Sarbvir Singh’s FY24 remuneration at Rs. 212.2 mn (including remuneration from subsidiary), which is high for the size of business. Stock options granted to him under ESOP 2021 will vest if the company’s average market capitalization crosses USD 5.0 bn (~Rs. 420.0 bn) during the vesting period. Based on the company’s issue price of Rs. 980 per equity share, the company’s market capitalization on the IPO date was Rs. 440.5 bn. Therefore, if the stock price reached its IPO levels of Rs. 980, IPO investors would have simply made their investment back without any returns – yet, Sarbvir Singh, with his 1,020,000 grant from the ESOP 2021 pool, would stand to gain almost Rs. 1 bn
  • Bandhan Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance Concern: ESOP Benefit concentrated only around founders and KMPs; Past remuneration has been unreasonable.
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • Kotak Mahindra Mutual FundSarbvir Singh, 51 is currently Executive Director & Joint Group CEO at PB Fintech Ltd. He has over three decades of experience in management and consulting. Though his appointment as Executive Director and Joint Group Chief Executive Officer is compliant with law. We are voting against on basis on remuneration. Stock options granted to him under ESOP 2021 will vest if the company s average market capitalization crosses USD 5.0 bn (~Rs. 420.0 bn) during the vesting period. Based on the company s issue price of Rs. 980 per equity share, the company s market capitalization on the IPO date was Rs. 440.5 bn. Therefore, if the stock price reached its IPO levels of Rs. 980, IPO investors would have simply made their investment back without any returns yet, Sarbvir Singh, with his 1,020,000 grant from the ESOP 2021 pool, would stand to gain almost Rs. 1 bn.
  • Nippon India Mutual FundESOP Benefit concentrated only around founders

  6 for11 against
• Approval of Mr. Sarbvir Singh (DIN: 00509959) for holding an office or place of profit as President of Policybazaar Insurance Brokers Private Limited, a wholly owned subsidiary of the company.

  ›Against Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bank of India Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Sundaram Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Bank of India Mutual Fund, Sundaram Mutual FundThe company seeks approval to appoint Sarbvir Singh in an office of profit position as President, Policybazaar Insurance Brokers Private Limited, a wholly owned subsidiary. We estimate his remuneration from the subsidiary at Rs. 21.4 mn, with a maximum increase of 12% annually. The company has not defined a tenure for the validity of the proposed remuneration and thus the resolution is effectively valid in perpetuity. We believe shareholders must get a chance to periodically approve such payments and thus, we are unable to support the resolution.
  • Axis Mutual Fund, Invesco Mutual FundThe company seeks approval to appoint Sarbvir Singh in an office of profit position as President, Policybazaar Insurance Brokers Private Limited, a wholly owned subsidiary. We estimate his remuneration from the subsidiary at Rs. 21.4 mn, with a maximum increase of 12% annually. The company has not defined a tenure for the validity of the proposed remuneration and thus the resolution is effectively valid in perpetuity. We believe shareholders must get a chance to periodically approve such payments and thus, we are unable to support the resolution
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • ICICI Prudential Mutual FundThe company seeks approval to appoint Mr. Sarbvir Singh in an office of profit position as President, Policybazaar Insurance Brokers Private Limited, a wholly owned subsidiary. The company has not defined a tenure for the validity of the proposed remuneration and thus the resolution is effectively valid in perpetuity. Hence, the AMC has voted against the resolution.

  10 for7 against
• To approve the remuneration of Mr. Yashish Dahiya (DIN: 00706336) Chairman, Executive Director and Chief Executive Officer of the company.

  ›Against Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Bank of India Mutual Fund, Sundaram Mutual FundYashish Dahiya’s remuneration is likely to exceed the limits under the Company’s Act, 2013 due to perquisite value of stock options to be exercised by him. Based on the fair value of stock options granted to him and remuneration from subsidiary company, we estimate his FY25 remuneration at Rs. 1,199.3 mn (including remuneration from subsidiary), which is high for the size of business. We note that no further stock options will be granted to Yashish Dahiya during this current term. We recognize that a portion of Yashish Dahiya’s stock options (from the ESOP 2021 pool) will vest if the company reaches a market capitalization of USD 5 bn: the company, on listing, had a market capitalization of USD 5 bn. Therefore, if IPO investors just about get their money back without any returns, Yashish Dahiya stands to gain more than Rs. 7 bn.
  • Axis Mutual Fund, Invesco Mutual FundYashish Dahiya’s remuneration is likely to exceed the limits under the Company’s Act, 2013 due to perquisite value of stock options to be exercised by him. Based on the fair value of stock options granted to him and remuneration from subsidiary company, we estimate his FY25 remuneration at Rs. 1,199.3 mn (including remuneration from subsidiary), which is high for the size of business. We note that no further stock options will be granted to Yashish Dahiya during this current term. We recognize that a portion of Yashish Dahiya’s stock options (from the ESOP 2021 pool) will vest if the company reaches a market capitalization of USD 5 bn: the company, on listing, had a market capitalization of USD 5 bn. Therefore, if IPO investors just about get their money back without any returns, Yashish Dahiya stands to gain more than Rs. 7 bn
  • Bandhan Mutual Fund, JM Financial Mutual FundCompliant with law. Governance Concern: ESOP Benefit concentrated only around few selected individuals; Combined position of Chairman and Executive Director.
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • Motilal Oswal Mutual Fund"Compliant with law. Governance Concern: ESOP Benefit concentrated only around few selected individuals; Combined position of Chairman and Executive Director."
  • Nippon India Mutual FundESOP Benefit concentrated only around founders

  7 for10 against
• Approval for Mr. Yashish Dahiya (DIN : 00706336) for holding an office or place of profit as Chief Executive Officer of PB Fintech FZ-LLC, a wholly owned subsidiary of the Company.

  ›Against Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bank of India Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Sundaram Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Bank of India Mutual Fund, Sundaram Mutual FundThe company seeks approval to appoint Yashish Dahiya in an office of profit position as Chief Operating officer, PB Fintech FZ-LLC, a wholly owned subsidiary. We estimate his remuneration from the subsidiary at Rs. 31.5 mn for FY25, with an annual increase capped at 12%. The company has not defined a tenure for the validity of the proposed remuneration and thus the resolution is effectively valid in perpetuity. We believe shareholders must get a chance to periodically approve such payments and thus, we are unable to support the resolution.
  • Axis Mutual Fund, Invesco Mutual FundThe company seeks approval to appoint Yashish Dahiya in an office of profit position as Chief Operating officer, PB Fintech FZ-LLC, a wholly owned subsidiary. We estimate his remuneration from the subsidiary at Rs. 31.5 mn for FY25, with an annual increase capped at 12%. The company has not defined a tenure for the validity of the proposed remuneration and thus the resolution is effectively valid in perpetuity. We believe shareholders must get a chance to periodically approve such payments and thus, we are unable to support the resolution
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • ICICI Prudential Mutual FundThe company seeks approval to appoint Mr. Yashish Dahiya in an office of profit position as Chief Operating officer, PB Fintech FZ-LLC, a wholly owned subsidiary. The company has not defined a tenure for the validity of the proposed remuneration and thus the resolution is effectively valid in perpetuity. We believe we should get a chance to periodically approve such payments and thus, we are unable to support the resolution.
  • Kotak Mahindra Mutual FundYashish Dahiya, 49 is currently the Chairman, Executive Director and Chief Executive Officer of the company. He has over two decades of experience in Finance. Though we are in favour of his re-appointment, we are voting against as his proposed pay. 81% of the total pool of options under ESOP 2020 Plan have been granted to just three persons Yashish Dahiya being one of them. His remuneration include INR 763.64 Cr worth of stock options. This is not alignment with the interest of the shareholders, hence voting against.

  9 for8 against
• To approve remuneration of Mr. Alok Bansal (DIN: 01653526), Executive Vice Chairman and Whole Time Director of the company.

  ›Against Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, JM Financial Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Bank of India Mutual Fund, Sundaram Mutual FundAlok Bansal’s remuneration is likely to exceed the limits under the Company’s Act, 2013 due to perquisite value of stock options exercised by him. Based on fair value of stock options, we have computed Alok Bansal’s FY25 remuneration at Rs. 520.8 mn, which is high for the size of business. Stock options granted to him under ESOP 2021 will vest if the company’s average market capitalization crosses USD 5.0 bn (~Rs. 420.0 bn) during the vesting period. Based on the company’s issue price of Rs. 980 per equity share, the company’s market capitalization on the IPO date was Rs. 440.5 bn. Therefore, if the stock price reached its IPO levels of Rs. 980, IPO investors would have simply made their investment back without any returns – yet, Alok Bansal, with his 3,084,259 grant from the ESOP 2021 pool, would stand to gain about Rs. 3 bn.
  • Axis Mutual Fund, Invesco Mutual FundAlok Bansal’s remuneration is likely to exceed the limits under the Company’s Act, 2013 due to perquisite value of stock options exercised by him. Based on fair value of stock options, we have computed Alok Bansal’s FY25 remuneration at Rs. 520.8 mn, which is high for the size of business. Stock options granted to him under ESOP 2021 will vest if the company’s average market capitalization crosses USD 5.0 bn (~Rs. 420.0 bn) during the vesting period. Based on the company’s issue price of Rs. 980 per equity share, the company’s market capitalization on the IPO date was Rs. 440.5 bn. Therefore, if the stock price reached its IPO levels of Rs. 980, IPO investors would have simply made their investment back without any returns – yet, Alok Bansal, with his 3,084,259 grant from the ESOP 2021 pool, would stand to gain about Rs. 3 bn
  • Bandhan Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance Concern: ESOP Benefit concentrated only around few selected individuals.
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • Kotak Mahindra Mutual FundAlok Bansal s remuneration is likely to exceed the limits under the Company s Act, 2013 due to perquisite value of stock options exercised by him. Based on fair value of stock options, we have computed Alok Bansal s FY25 remuneration at Rs. 520.8 mn, which is high for the size of business. Stock options granted to him under ESOP 2021 will vest if the company s average market capitalization crosses USD 5.0 bn (~Rs. 420.0 bn) during the vesting period. Based on the company s issue price of Rs. 980 per equity share, the company s market capitalization on the IPO date was Rs. 440.5 bn. Therefore, if the stock price reached its IPO levels of Rs. 980, IPO investors would have simply made their investment back without any returns yet, Alok Bansal, with his 3,084,259 grant from the ESOP 2021 pool, would stand to gain about Rs. 3 bn.
  • Nippon India Mutual FundESOP Benefit concentrated only around founders

  6 for11 against

Mutual fund votes, meeting of 2 Sep 2023, 17 fund houses

• 1 - To approve the Scheme of Amalgamation of Makesense Technologies Limited (“Transferor Company”) with PB Fintech Limited (“Transferee Company”) and their respective shareholders pursuant to the provisions of Sections 230 and 232 of the Companies Act, 2013 and rules made thereunder.MoreLess

  17 for0 against