360 ONE WAM MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 5 Sep 2025, 30 fund houses

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

• Approval of audited financial statements (standalone) of the Company for the financial year ended March 31, 2025, together with the Board’s and Auditors’ Reports thereon.

  30 for0 against
• Approval of audited financial statements (consolidated) of the Company for the financial year ended March 31, 2025, together with the Auditors’ Report thereon.

  30 for0 against
• Approval for reappointment of Mr. Rishi Mandawat (DIN: 07639602) who retires by rotation

  ›Against Franklin Templeton Mutual Fund, HSBC Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST the following nominee is warranted because Rishi Mandawat has failed to attend at least 75 percent of board and committee meetings in the most recent fiscal year, without a satisfactory explanation.
  • HSBC Mutual FundRishi Mandawat has failed to attend at least 75 percent of board and committee meetings in the most recent fiscal year, without a satisfactory explanation.

  28 for2 against
• Approval for appointment of Statutory Auditors and fixing their remuneration

  5 for0 against
• Approval for appointment of Secretarial Auditors

  30 for0 against
• To approve formation of 360 ONE Employee Stock Option Scheme 2025 for the employees of the Company

  ›Against Axis Mutual Fund, Franklin Templeton Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, Mirae Asset Mutual Fund, SBI Mutual Fund, Sundaram Mutual Fund

  • Axis Mutual Fund, Jio BlackRock Mutual Fund, SBI Mutual Fund, Sundaram Mutual FundUnder this scheme, up to 3.7 mn stock options shall be granted. The dilution under the plan will be ~0.9% on the expanded capital base (on a fully diluted basis as on 30 June 2025). The scheme does not provide clarity with respect to exercise price and vesting criteria – it allows the Nomination and Remuneration Committee (NRC) the flexibility to decide both. In the absence of clarity, we are unable to evaluate if the scheme contours align with investor interest. We do not favour schemes where there is no clarity on exercise price, or the exercise price is at a significant discount (>20%) to market price, unless the scheme has performance-based vesting conditions with clearly defined parameters and targets. Given these reasons, we do not support the resolution.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • The stock options may be issued with an exercise price at a discount to the prevailing market price, on grant date. • The company has not disclosed the weightage, performance targets and thresholds for vesting, thus making it difficult to ascertain if the performance targets will be sufficiently stretching. • The aggregate dilution pursuant to the proposed scheme and in addition to options available for grant or pending to be exercised is in excess of 5 percent.
  • HDFC Mutual FundThe ESOP scheme does not provide clarity with respect to exercise price and vesting criteria. We do not support the resolution.
  • HSBC Mutual FundA vote AGAINST these resolutions is warranted because:• The stock options may be issued with an exercise price at a discount to the prevailing market price, on grant date.• The company has not disclosed the weightage, performance targets and thresholds for vesting, thus making it difficult to ascertain if the performance targets will be sufficiently stretching.• The aggregate dilution pursuant to the proposed scheme and in addition to options available for grant or pending to be exercised is in excess of 5 percent.
  • Invesco Mutual FundUnder this scheme, up to 3.7 mn stock options shall be granted. The dilution under the plan will be ~0.9% on the expanded capital base (on a fully diluted basis as on 30 June 2025). The scheme does not provide clarity with respect to exercise price and vesting criteria – it allows the Nomination and Remuneration Committee (NRC) the flexibility to decide both. In the absence of clarity, we are unable to evaluate if the scheme contours align with investor interest. We do not favour schemes where there is no clarity on exercise price, or the exercise price is at a significant discount (>20%) to market price, unless the scheme has performance-based vesting conditions with clearly defined parameters and targets. Given these reasons, we do not support the resolution
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding).

  21 for9 against
• To approve formation of 360 ONE Employee Stock Option Scheme 2025 for the employees of the subsidiary company(ies) of the Company

  ›Against Axis Mutual Fund, Franklin Templeton Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, Mirae Asset Mutual Fund, SBI Mutual Fund, Sundaram Mutual Fund

  • Axis Mutual Fund, Jio BlackRock Mutual Fund, SBI Mutual Fund, Sundaram Mutual FundThe company, through a separate resolution, proposes to extend the ‘360 ONE Employee Stock Option Scheme 2025’ to the employees of the subsidiaries as well. Our view on this resolution is linked to our opinion on resolution #6. We do not support this resolution.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • The stock options may be issued with an exercise price at a discount to the prevailing market price, on grant date. • The company has not disclosed the weightage, performance targets and thresholds for vesting, thus making it difficult to ascertain if the performance targets will be sufficiently stretching. • The aggregate dilution pursuant to the proposed scheme and in addition to options available for grant or pending to be exercised is in excess of 5 percent.
  • HDFC Mutual FundThe ESOP scheme does not provide clarity with respect to exercise price and vesting criteria. We do not support the resolution.
  • HSBC Mutual FundA vote AGAINST these resolutions is warranted because:• The stock options may be issued with an exercise price at a discount to the prevailing market price, on grant date.• The company has not disclosed the weightage, performance targets and thresholds for vesting, thus making it difficult to ascertain if the performance targets will be sufficiently stretching.• The aggregate dilution pursuant to the proposed scheme and in addition to options available for grant or pending to be exercised is in excess of 5 percent.
  • Invesco Mutual FundThe company, through a separate resolution, proposes to extend the ‘360 ONE Employee Stock Option Scheme 2025’ to the employees of the subsidiaries as well. We do not support this resolution
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding).

  21 for9 against
• Approval for appointment of Mr. Saahil Murarka (DIN: 06717827) as a Non-Executive and Non-Independent Director of the Company

  30 for0 against

Mutual fund votes, meeting of 11 Jun 2025, 27 fund houses

• To consider and approve re-appointment of Mr. Karan Bhagat as the Managing Director of the Company and payment of remuneration to him

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Invesco Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundGovernance concern: No absolute cap on variable pay or total remuneration proposed to be paid; Governance issues identified with a profit-sharing agreement to which Mr. Bhagat is a party. Board meetings Attendance not disclosed for FY 2024-25.
  • Axis Mutual FundKaran Bhagat, 48, is the promoter and Managing Director of 360 One WAM Limited. His FY24 pay aggregated Rs. 136.8 mn, while his remuneration for FY25 and FY26 is estimated at Rs. 182.9 mn and Rs. 212.8 mn, respectively. Although the notice states that he may receive remuneration from subsidiaries, the company has clarified that he does not receive any remuneration for his non-executive directorships in these entities. Although his appointment complies with statutory requirements, his remuneration is high when compared to industry peers who manage businesses with significantly larger profit bases. The company must disclose how the Nomination and Remuneration Committee (NRC) has benchmarked his compensation. We also raise concern that the company has not capped his commission in absolute terms - as profits grow, the total remuneration could increase significantly over his tenure. Further, the company must disclose the performance metrics used to determine his variable pay. While we support his reappointment as Managing Director, we are unable to support the proposed remuneration.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundRe-appointment compliant with law. Governance concern: No absolute cap on variable pay or total remuneration proposed to be paid; Governance issues identified with a profit-sharing agreement to which Mr. Bhagat is a party. Board meetings Attendance not disclosed for FY 2024-25.
  • Invesco Mutual FundKaran Bhagat, 48, is the Promoter and Managing Director, 360 One WAM Limited. His FY24 pay aggregated Rs. 136.8 mn and his FY25 pay is estimated at Rs. 183.2 mn, excluding remuneration from the subsidiaries of the 360 ONE Group. We are unable to estimate his overall pay for FY26 as he can receive remuneration from subsidiaries for which there is no guidance provided nor is there an absolute cap. Even so, the quantum of pay excluding subsidiary remuneration aggregates Rs. 213.2 mn, which is higher than peers and not commensurate with the size and complexities of the business. Moreover, the commission component has not been capped: therefore, as profitability increases, the aggregate pay could be much higher over the tenure. As a result, the remuneration terms are open ended: the company must cap the overall pay in absolute terms and cap all components of the remuneration structure. Further, the company must disclose the performance metrics which determine his variable pay. While we support his reappointment as Managing Director, we are unable to support the remuneration structure.
  • LIC Mutual FundConcerns over No absolute cap on variable pay or total remuneration proposed to be paid & issues identified with a profit-sharing agreement to which Mr. Bhagat is a party, & over non disclosure of attendance in board meeting.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundGovernance Concern: Skewed Remuneration

  15 for12 against

Mutual fund votes, meeting of 20 May 2025, 27 fund houses

• Approval for issue of warrants of the Company on preferential basis

  ›Against Angel One Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundGovernance Concern: Aggregate excessive dilution and no adequate justification for urgent need of funds. Price of warrants at par with equity shares.
  • Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. Governance Concern: Aggregate excessive dilution and no adequate justification for urgent need of funds. Price of warrants at par with equity shares.
  • Nippon India Mutual FundGovernance Concern: Inadequate disclosure

  21 for6 against

Mutual fund votes, meeting of 4 May 2025, 26 fund houses

• To approve request received from Part of Promoter Group Entities for reclassification from ‘Promoter & Promoter Group’ category to ‘Public’ category

  ›Against Angel One Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund

  • Angel One Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, PGIM India Mutual FundGovernance & Transparency Concern: Lack of clarity regarding whether all the legally requisite conditions have been complied with by the persons related to the outgoing promoters.

  20 for6 against

Mutual fund votes, meeting of 25 Feb 2025, 24 fund houses

• Appointment of Mr. Sandeep Tandon (DIN: 00054553) as a Non-Executive, Independent Director of the Company

  24 for0 against
• Approval for Issue of Equity Shares of the Company on Preferential Basis for consideration other than cash

  ›Against ICICI Prudential Mutual Fund

  • ICICI Prudential Mutual FundThe strategic intent of the acquisition is unclear with respect to business synergies and hence the AMC has voted against the reolution.

  23 for1 against
• Approval for Issue of Warrants of the Company on Preferential Basis

  ›Against Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Helios Mutual Fund, ICICI Prudential Mutual Fund, Nippon India Mutual Fund

  • Baroda BNP Paribas Mutual FundGovernance Concern : Warrants being priced based on formula to price equity shares as per SEBI ICDR despite both being different instruments.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Helios Mutual FundCompliant with law. Governance Concern: Warrants being priced based on formula to price equity shares as per SEBI ICDR despite both being different instruments. Excessive dilution; no justification for not opting Rights Issue.
  • ICICI Prudential Mutual FundThe strategic intent of the acquisition is unclear with respect to business synergies and hence the AMC has voted against the reolution.
  • Nippon India Mutual FundLack of Clarity

  18 for6 against

Mutual fund votes, meeting of 8 Dec 2024, 29 fund houses

• Appointment of Mr. Pierre De Weck (DIN: 10771331) as a Non-Executive, Independent Director of the Company

  29 for0 against