Aditya Birla Fashion and Retail MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 23 Sep 2025, 23 fund houses

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

• a) the Audited Standalone Financial Statements of the Company for the financial year ended on March 31, 2025 and the Reports of the Board of Directors and Auditors thereon and b) the Audited Consolidated Financial Statements of the Company for the financial year ended on March 31, 2025 and the Reports of the Auditors thereon.MoreLess

  23 for0 against
• Appoint a Director in place of Mr. Pankaj Sood (DIN:05185378), Non-Executive (Nominee) Director, who retires by rotation and being eligible, offers himself for re-appointment

  22 for0 against
• Appoint a Director in place of Ms. Ananyashree Birla (DIN:06625036), Non-Executive Director, who retires by rotation and being eligible, offers herself for re-appointment

  ›Against Axis Mutual Fund, Jio BlackRock Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund

  • Axis Mutual Fund, Jio BlackRock Mutual FundMs. Ananyashree Birla, 31, is part of the promoter family and the daughter of Kumar Mangalam Birla. She has over ten years of experience in the financial services industry and is the founder of Svatantra Microfin Private Limited, Ikai Asai - a home décor brand, Contraband - a fragrance brand and Lovetc - a cosmetics brand. She is also founder of Ananya Birla Foundation and Co-founder of MPower. She has served on the board as a Non-Executive Non-Independent Director since 30 January 2023. She attended five out of seven (71%) board meetings held in FY25 and eight out of thirteen board meetings since her appointment to the board (62%). We except directors to attend all board meetings or at the very least 75% of the board meetings in the preceding three financial years from the year of reappointment. Given the low attendance levels, we do not support her reappointment. We do not support the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundProfile of the candidate

  18 for4 against
• Appointment of M/s. BNP & Associates, Company Secretaries as the Secretarial Auditor of the Company

  ›Against Angel One Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual Fund

  • Angel One Mutual FundTransparency Concern: The Company has not disclosed the Audit Fee paid to outgoing Secretarial Auditor, thus, material change in the proposed audit fee vs past audit fee cannot be ascertained, if any.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual FundCompliant with law. No concern on the merits of proposed Auditors. Transparency Concern: The Company has not disclosed the Audit Fee paid to outgoing Secretarial Auditor, thus, material change in the proposed audit fee vs past audit fee cannot be ascertained, if any.

  19 for4 against
• Re-appointment of Ms. Sangeeta Tanwani (DIN:03321646) as the Whole-time Director of the Company

  ›Against Angel One Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual Fund

  • Angel One Mutual FundGovernance Concern: Re-appointment proposed for a term of less than 1 year without any justification.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual FundCompliant with law. Governance Concern: Re-appointment proposed for a term of less than 1 year without any justification.

  19 for4 against
• Fixing remuneration limits of Mr. Ashish Dikshit (DIN: 01842066), Managing Director

  ›Against Angel One Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundGovernance Concern: Holds two full-time positions, which if not intended for a shorter transition period without adequate justification, would result in excessive time commitment.
  • Baroda BNP Paribas Mutual FundTwo simultaneous full time positions defeats the purpose of de-merger
  • Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. No concern w.r.t merits of Director. Governance Concern: Holds two full-time positions, which if not intended for a shorter transition period without adequate justification, would result in excessive time commitment.
  • LIC Mutual FundNo concern w.r.t merits of Director. Governance Concern: Holds two full-time positions, which if not intended for a shorter transition period without adequate justification, would result in excessive time commitment.

  14 for8 against
• Approve adoption of "Aditya Birla Fashion and Retail Limited Employee Stock Option and Performance Stock Unit Scheme 2025"

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Jio BlackRock Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, Tata Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundGovernance Concern: Provision of accelerated vesting period with absolute discretion to Nomination and Remuneration Committee.
  • Axis Mutual Fund, Jio BlackRock Mutual FundUnder the ABFRL Scheme 2025, a total of 19,524,000 ESOPs and PSUs can be granted to eligible employees of the company and its subsidiary companies in India or outside India. While the company has not specified the exact mix of ESOPs and PSUs, in the previous schemes, the ratio between ESOPs and PSUs was 75:25. The vesting criteria for ESOPs is time based and for PSUs is performance based - but the Nomination and Remuneration Committee (NRC) has the discretion to lay down the parameters in the grant letter. The Exercise price for ESOPs is the Market Price and for PSUs is face value of Rs. 10.0 per share. We believe that ESOPs/PSUs are ‘pay at risk’ options that employees accept at the time of grant, which is protected if the ESOPs/PSUs are issued at significant discount to market price. If options are issued at a deep discount to the market price and carry performance-based vesting, we expect companies to disclose specific corporate-level targets, along with an indicative range of weightages for each of the parameters and disclose the basis of vesting of these deeply discounted options in the subsequent annual reports. In this case, the company has made broad disclosures on performance targets with the NRC having flexibility over the parameters. We believe this scheme does not align with the interests of the shareholders. We do not support this resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. Governance Concern: Provision of accelerated vesting period with absolute discretion to NRC.
  • Kotak Mahindra Mutual FundUnder the ABFRL Scheme 2025, a total of 19,524,000 ESOPs and PSUs can be granted to eligible employees of the company and its subsidiary companies in India or outside India. While the company has not specified the exact mix of ESOPs and PSUs, in the previous schemes, the ratio between ESOPs and PSUs was 75:25. The vesting criteria for ESOPs is time based and for PSUs is performance based - but the Nomination and Remuneration Committee (NRC) has the discretion to lay down the parameters in the grant letter. the company has made broad disclosures on performance targets with the NRC having flexibility over the parameters. We believe this scheme does not align with the interests of the shareholders. We do not support this resolution.
  • LIC Mutual Fund, Nippon India Mutual FundGovernance Concern: Provision of accelerated vesting period with absolute discretion to NRC.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Tata Mutual FundCompliant with law. Governance Concern: Provision of accelerated vesting period with absolute discretion to NRC. Also PSU issued at face value a concern.

  8 for14 against
• Approve extending the benefits of the “Aditya Birla Fashion and Retail Limited Employee Stock Option and Performance Stock Unit Scheme 2025” to the employees of the subsidiary company(ies) of the CompanyMoreLess

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Jio BlackRock Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, Tata Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundGovernance Concern: Provision of accelerated vesting period with absolute discretion to Nomination and Remuneration Committee.
  • Axis Mutual Fund, Jio BlackRock Mutual FundOur views on this resolution are linked to our views on resolution #8. We do not support this resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Tata Mutual Fund, Zerodha Mutual FundInter-linked with Resolution #7.
  • Kotak Mahindra Mutual FundUnder the ABFRL Scheme 2025, a total of 19,524,000 ESOPs and PSUs can be granted to eligible employees of the company and its subsidiary companies in India or outside India. While the company has not specified the exact mix of ESOPs and PSUs, in the previous schemes, the ratio between ESOPs and PSUs was 75:25. The vesting criteria for ESOPs is time based and for PSUs is performance based - but the Nomination and Remuneration Committee (NRC) has the discretion to lay down the parameters in the grant letter. the company has made broad disclosures on performance targets with the NRC having flexibility over the parameters. We believe this scheme does not align with the interests of the shareholders. We do not support this resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundGovernance Concern: Provision of accelerated vesting period with absolute discretion to NRC.

  8 for14 against

Mutual fund votes, meeting of 16 May 2025, 34 fund houses

• Re-appointment of Mr. Nish Bhutani (DIN 03035271) as an Independent Director of the Company.

  34 for0 against

Mutual fund votes, meeting of 7 Mar 2025, 32 fund houses

• Re-appointment of Mr. Sunirmal Talukdar (DIN: 00920608) as an Independent Director of the Company.

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, Helios Mutual Fund, Motilal Oswal Mutual Fund, PPFAS Mutual Fund, quant Mutual Fund, Zerodha Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Helios Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual FundRe-appointment compliant with law. Governance Concern: Past association (Ex-Employee) with Group Company.
  • PPFAS Mutual FundPast Association (Ex_x0002_Employee) with Group Company
  • quant Mutual FundRe-appointment compliant with law. Governance Concern: Past association (Ex-Employee) with Group Company. Appointment of past employees (including in a Group Company), who has held Executive positions, or as Independent Director, can lead to conflict of interest issues. Without questioning the integrity of such employees, such individuals may still wield significant influence of the Company without them realizing it and also may not always be objective in their judgment, given past experience.

  25 for7 against

Mutual fund votes, meeting of 13 Feb 2025, 32 fund houses

• ISSUE OF EQUITY SHARES ON A PREFERENTIAL BASIS TO PROMOTER GROUP

  ›Against Groww Mutual Fund, Motilal Oswal Mutual Fund

  • Groww Mutual FundProposed issue is compliant with law. Governance & Transparency Concern: Non-disclosure of Valuation Report, while cumulative dilution is >5%.
  • Motilal Oswal Mutual Fund"Proposed issue is compliant with law. Governance & Transparency Concern: Non-disclosure of Valuation Report, while cumulative dilution is >5%."

  30 for2 against
• ISSUE OF EQUITY SHARES ON A PREFERENTIAL BASIS TO QUALIFIED INSTITUTIONAL BUYERS

  ›Against Groww Mutual Fund, Motilal Oswal Mutual Fund

  • Groww Mutual Fund, Motilal Oswal Mutual FundProposed issue is compliant with law. Governance & Transparency Concern: Non-disclosure of Valuation Report, while cumulative dilution is >5%.

  30 for2 against

Mutual fund votes, meeting of 21 Jan 2025, 31 fund houses

• Approval of Scheme of Arrangement among Aditya Birla Fashion and Retail Limited (“Demerged Company”), Aditya Birla Lifestyle Brands Limited (“Resulting Company”) and their respective shareholders and creditors.MoreLess

  31 for0 against

Mutual fund votes, meeting of 19 Sep 2024, 25 fund houses

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

• a) Audited Standalone Financial Statements of the Company for the financial year ended on March 31, 2024 and the Reports of the Directors and Auditors thereon and nb) Audited Consolidated Financial Statements of the Company for the financial year ended on March 31, 2024 and the Reports of the Auditors thereon.MoreLess

  24 for0 against
• Appoint a director in place of Mr. Kumar Mangalam Birla (DIN: 00012813), who retires by rotation and being eligible, offers himself for re-appointment.

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundA vote AGAINST the following nominee is warranted because:• Kumar Mangalam Birla serves on a total of more than six public company boards, which could potentially compromise his ability to commit sufficient time to his role in the company.

  23 for1 against
• Appointment of Mr. Venkatesh Satyaraj Mysore (DIN: 01401447) as an Independent Director of the Company

  24 for0 against
• Issuance of securities up to an aggregate amount of Rs. 2,500 Crore

  ›Against Bajaj Finserv Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, PPFAS Mutual Fund, Zerodha Mutual Fund

  • Bajaj Finserv Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual FundCompliant with law. Governance Concern: Significant dilution and no clarity regarding not opting for Rights Issue.
  • PPFAS Mutual FundSignificant dilution and no clarity regarding not opting for Rights Issue

  19 for5 against