BLS International Services MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 20 Mar 2026, 17 fund houses

• Approval for Payment of Commission to Non-Executive Independent Directors of the Company.

  17 for0 against
• Place for keeping of Registers and Returns at any place other than the Registered Office of the Company

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

  • Angel One Mutual FundGovernance concern: The Company is seeking an enabling and omnibus approval to maintain statutory registers at unspecified locations or at offices of any future RTA, thereby allowing changes in the place of keeping records without obtaining further shareholder approval.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. Governance concern: The Company is seeking an enabling and omnibus approval to maintain statutory registers at unspecified locations or at offices of any future RTA, thereby allowing changes in the place of keeping records without obtaining further shareholder approval.

  10 for7 against

Mutual fund votes, meeting of 16 Sep 2025, 16 fund houses

• a) Adoption of Audited Standalone Financial Statements for the financial year ended March 31, 2025 together with the Reports of the Board of Directors and the Auditors thereon b) Adoption of Audited Consolidated Financial Statements for the financial year ended March 31, 2025 together with the Reports of the Board of Directors and the Auditors thereonMoreLess

  16 for0 against
• Declaration of Final Dividend of ₹1.00 (100%) on each paid-up equity share for the financial year ended March 31, 2025

  16 for0 against
• Appointment of Mr. Nikhil Gupta, (DIN: 00195694) as a Director of the Company, who retires by rotation, and being eligible offered himself for re-appointment.

  16 for0 against
• Appointment of Mr. Diwakar Aggarwal (DIN: 00144645), as Chairman - Executive Director and to approve payment of remuneration for the term of three Years with effect From August 05, 2025.

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Jio BlackRock Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, UTI Mutual Fund

  • Angel One Mutual Fund, Nippon India Mutual FundGovernance Concern: Holding combined position of Chairman and Executive Director; Skewed remuneration practice in favor of promoter directors; low attendance in the AGMs
  • Axis Mutual Fund, UTI Mutual FundDiwakar Aggarwal, 62, is promoter and Non-Executive Chairperson. He has served as a Non-Executive Non-Independent Director since 29 October 2021. He attended all five board meetings in FY25 (100%). The company now proposes to redesignate him as Whole time Director and Chairperson for three years from 5 August 2025. As per the terms of appointment, we estimate his annual remuneration from the listed entity at Rs. 55.3 mn. However, we raise concern that other whole time directors draw ~30-45% of their total remuneration from subsidiaries. Further, as Non-Executive Chairperson, Diwakar Aggarwal has also drawn remuneration from subsidiaries. We believe the company must clarify if there will be any payout of remuneration from subsidiaries to Diwakar Aggarwal. We understand that as founder and promoter, Diwakar Aggarwal may need to be on the board of subsidiaries, we expect the company to provide disclosures regarding the terms of remuneration from subsidiaries, if any. We support the redesignation to Executive Chairperson, but we are unable to support the remuneration terms. We do not support this resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundCompliant with law. No concern on the merits of proposed appointee. Governance Concern: Holding combined position of Chairman and Executive Director; Skewed remuneration practice in favor of promoter directors; low attendance in the AGMs
  • Jio BlackRock Mutual FundDiwakar Aggarwal, 62, is promoter and Non-Executive Chairperson. He has served as a Non-Executive Non-Independent Director since 29 October 2021. He attended all five board meetings in FY25 (100%). The company now proposes to redesignate him as Whole time Director and Chairperson for three years from 5 August 2025.As per the terms of appointment, we estimate his annual remuneration from the listed entity at Rs. 55.3 mn. However, we raise concern that other whole time directors draw ~30-45% of their total remuneration from subsidiaries. Further, as Non-Executive Chairperson, Diwakar Aggarwal has also drawn remuneration from subsidiaries. We believe the company must clarify if there will be any payout of remuneration from subsidiaries to Diwakar Aggarwal. We understand that as founder and promoter, Diwakar Aggarwal may need to be on the board of subsidiaries, we expect the company to provide disclosures regarding the terms of remuneration from subsidiaries, if any. We support the redesignation to Executive Chairperson, but we are unable to support the remuneration terms. We do not support this resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  5 for11 against
• Approval for the Re-Appointment of Mr. Nikhil Gupta (DIN: 00195694), Managing Director for Another Term of Three Consecutive Years and to approve payment of remuneration for the said period with effect from February 01, 2026.MoreLess

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

  • Axis Mutual Fund, Jio BlackRock Mutual FundNikhil Gupta received a remuneration of Rs. 10.6 mn in FY25 (including Rs. 3.3 mn from subsidiaries). As per the terms of reappointment, we estimate his fixed pay at Rs. 13.4 mn from the listed entity. However, we raise concern that the company has not disclosed the quantum of stock options proposed to be granted to him during his proposed tenure. Further, from the difference in the standalone and consolidated related party transactions, we can ascertain that Nikhil Gupta received a remuneration of Rs. 3.3 mn from subsidiaries. We do not encourage the practice of directors drawing remuneration from subsidiaries unless such terms are clearly disclosed, as shareholders of the listed entity are unable to vote on the same. We recognize that Nikhil Gupta’s past pay has always been commensurate with the company’s size and operations. However, given the lack of clarity on the ESOPs and pay from subsidiaries, we are unable to support this resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundProfile of the candidate
  • UTI Mutual FundNikhil Gupta received a remuneration of Rs. 10.6 mn in FY25 (including Rs. 3.3 mn from subsidiaries). As per the terms of reappointment, we estimate his fixed pay at Rs. 13.4 mn from the listed entity. Further, Nikhil Gupta received a remuneration of Rs. 3.3 mn from subsidiaries. We do not encourage the practice of directors drawing remuneration from subsidiaries unless such terms are clearly disclosed. Given the lack of clarity on the pay from subsidiaries, we are unable to support this resolution.

  11 for5 against
• Approval of Appointment of M/S P.K Mishra & Associates, as Secretarial Auditor of the Company.

  16 for0 against

Mutual fund votes, meeting of 26 Jun 2025, 17 fund houses

• APPOINTMENT OF MRS. (DR.) SAVITA (DIN: 08764773) AS NON - EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY

  17 for0 against
• APPROVAL OF CHANGE IN DESIGNATION & TERMS OF APPOINTMENT OF MR. KARAN AGGARWAL (DIN: 02030873) FROM EXECUTIVE DIRECTOR (KMP) TO NON-EXECUTIVE NON INDEPENDENT DIRECTOR (NON-KMP) OF THE COMPANY

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Helios Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, UTI Mutual Fund

  • Angel One Mutual FundGovernance concern: Skewed remuneration in favor of Promoter Director. Transparency Concern: Justification not provided for remuneration exceeding fifty percent of the total remuneration paid to all Non-Executive Directors of the Company.
  • Axis Mutual FundThe company seeks to redesignate Karan Aggarwal to Non-Executive Director w.e.f. 15 May 2025 – he has requested the reclassification due to other commitments. He has attended all five board meetings held in FY25. The board seeks to pay him commission amounting upto Rs. 3.0 mn for FY26 as minimum remuneration. Karan Aggarwal was paid a remuneration of Rs. 5.4 mn in FY24, including remuneration of Rs. 0.6 mn from BLS Kendras Private Limited, a step-down subsidiary. His FY25 remuneration has not been disclosed. There is lack of clarity surrounding the quantum of remuneration (from all sources) and basis of his proposed remuneration. While the amount of Rs. 3.0 mn is not high in absolute terms, the company has not articulated the specific role or contributions expected from him in a Non-Executive capacity. The justification for paying him commission exceeding 50% of the total remuneration payable to all Non-Executive Directors is also unclear. Karan Aggarwal is associated with multiple group companies and from previous disclosures, we understand that he receives remuneration from different group entities. In absence of clarity on his remuneration from all sources, we are unable to make an informed decision on his total remuneration. We do not support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Helios Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundCompliant with law. Governance concern: Skewed remuneration in favor of Promoter Director. Transparency Concern: Justification not provided for remuneration exceeding fifty percent of the total remuneration paid to all Non-Executive Directors of the Company.
  • Kotak Mahindra Mutual FundThe company seeks to redesignate Karan Aggarwal to Non-Executive Director w.e.f. 15 May 2025 he has requested the reclassification due to other commitments. He has attended all five board meetings held in FY25. The board seeks to pay him commission amounting upto Rs. 3.0 mn for FY26 as minimum remuneration. Karan Aggarwal was paid a remuneration of Rs. 5.4 mn in FY24, including remuneration of Rs. 0.6 mn from BLS Kendras Private Limited, a step-down subsidiary. His FY25 remuneration has not been disclosed. There is lack of clarity surrounding the quantum of remuneration (from all sources) and basis of his proposed remuneration. While the amount of Rs. 3.0 mn is not high in absolute terms, the company has not articulated the specific role or contributions expected from him in a Non-Executive capacity. The justification for paying him commission exceeding 50% of the total remuneration payable to all Non-Executive Directors is also unclear. In absence of clarity on his remuneration from all sources, we are unable to make an informed decision on his total remuneration. We do not support the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundGovernance Concern: Skewed Remuneration
  • UTI Mutual FundThe company seeks to redesignate Karan Aggarwal to Non-Executive Director w.e.f. 15 May 2025 – he has requested the reclassification due to other commitments. He has attended all five board meetings held in FY25. The board seeks to pay him commission amounting upto Rs. 3.0 mn for FY26 as minimum remuneration. Karan Aggarwal was paid a remuneration of Rs. 5.4 mn in FY24, including remuneration of Rs. 0.6 mn from BLS Kendras Private Limited, a step-down subsidiary. His FY25 remuneration has not been disclosed.There is lack of clarity surrounding the quantum of remuneration (from all sources) and basis of his proposed remuneration. While the amount of Rs. 3.0 mn is not high in absolute terms, the company has not articulated the specific role or contributions expected from him in a Non-Executive capacity. The justification for paying him commission exceeding 50% of the total remuneration payable to all Non-Executive Directors is also unclear. Karan Aggarwal is associated with multiple group companies and from previous disclosures, we understand that he receives remuneration from different group entities. In absence of clarity on his remuneration from all sources, we are unable to make an informed decision on his total remuneration. We do not support the resolution.

  5 for12 against

Mutual fund votes, meeting of 12 Sep 2024, 14 fund houses

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

• Adoption of Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2024 together with the Reports of the Board of Directors and the Auditors thereon

  13 for0 against
• Confirmation for Interim Dividend of ¿0.50/- (50%) on each paid up equity shares already paid for the Financial Year 2023-2024 and Declaration of Final Dividend of ¿0.50 (50%) on each paid-up equity shares for the Financial year ended March 31, 2024.MoreLess

  13 for0 against
• Appointment of Mr. Diwakar Aggarwal, (DIN: 00144645) as a Director of the Company, who retires by rotation, and being eligible offered himself for re-appointment.

  ›Against Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual FundCompliant with law. Governance concern: Chairman related to MD. Skewed remuneration in favor of promoter director. Poor attendance.

  8 for5 against
• Approval of Payment of remuneration to Mr. Diwakar Aggarwal (DIN: 00144645), Chairman in the category of Non-Executive Non-Independent Director.

  ›Against Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual FundCompliant with law. Governance concern: Chairman related to MD. Skewed remuneration in favor of promoter director. Poor attendance. Transparency concern: Inadequate disclosures.

  8 for5 against
• Approval for Re-appointment of Mr. Shikhar Aggarwal (DIN: 06975729), as Joint Managing Director of the Company for another term of three consecutive years and to pay remuneration for the period of the three years with effect from June17, 2024.MoreLess

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Axis Mutual FundShikhar Aggarwal, 33, is part of the promoter family and the Joint Managing Director of BLS International Limited. He has been associated with the company since 2014 and has been on the board since June 2016. We estimate Shikhar Aggarwal's remuneration for FY25 at Rs. 27.6 mn. The company has capped his commission component in absolute terms and his overall remuneration is also capped. The company must disclose performance parameters that determine his variable pay. We raise concerns over his remuneration structure, which is not comparable to the internal remuneration structure of the company. We note that Shikhar Aggarwal, Joint Managing Director, with ten years of experience receives Rs. 12.0 mn per annum as fixed pay whereas Nikhil Gupta, Managing Director, with over 47 years of experience receives Rs. 7.2 mn per annum as fixed pay. Shikhar Aggarwal’s overall remuneration in FY23 aggregated Rs. 19.6 mn, while Nikhil Gupta received Rs. 7.2 mn over the same period. Given that Shikhar Aggarwal draws significantly higher remuneration than the experienced professional Managing Director, without a clear rationale.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual FundCompliant with law. Governance concern: Skewed remuneration practice in favor of promoter directors.
  • DSP Mutual FundShikhar Aggarwal, 33, is part of the promoter family and the Joint Managing Director of BLS International Limited. He has been associated with the company since 2014 and has been on the board since June 2016. We estimate Shikhar Aggarwal's remuneration for FY25 at Rs. 27.6 mn. The company has capped his commission component in absolute terms and his overall remuneration is also capped. The company must disclose performance parameters that determine his variable pay. We raise concerns over his remuneration structure, which is not comparable to the internal remuneration structure of the company. We note that Shikhar Aggarwal, Joint Managing Director, with ten years of experience receives Rs. 12.0 mn per annum as fixed pay whereas Nikhil Gupta, Managing Director, with over 47 years of experience receives Rs. 7.2 mn per annum as fixed pay. Shikhar Aggarwal’s overall remuneration in FY23 aggregated Rs. 19.6 mn, while Nikhil Gupta received Rs. 7.2 mn over the same period.Given that Shikhar Aggarwal draws significantly higher remuneration than the experienced professional Managing Director, without a clear rationale, we do not support the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  5 for8 against
• Approval for Issue of Securities of the Company not exceeding to Rs. 2000 Crores

  ›Against Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual FundCompliant with law. Governance concern: Excessive dilution & no adequate justification for raising of funds.

  8 for5 against

Mutual fund votes, meeting of 21 Sep 2023, 6 fund houses

• To consider and adopt a. Audited financial statements of the Company for the financial year ended March 31, 2023 together with the reports of Board of Directors and Auditors thereon; and b. Audited consolidated financial statements of the Company for the financial year ended March 31, 2023 together with the report of Auditors thereonMoreLess

  ›Against Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Motilal Oswal Mutual FundUnqualified financial statements. Non-Compliant with S. 136(1) of the Companies Act: Non-disclosure of the audited financial statements for majority of subsidiaries on the website of the Company.
  • Nippon India Mutual FundInadequate disclosure

  4 for2 against
• To confirm Interim Dividend of Rs. 0.50/- (50%) on each paid up equity shares already paid for the Financial Year 2022-2023 and declare Final Dividend of RS. 0.25/- (25%) on each paid up equity shares for the financial year ended March 31, 2023MoreLess

  6 for0 against
• To appoint a director in place of Mr. Shikhar Aggarwal, (DIN: 06975729) who retires by rotation and, being eligible, offers himself for re-appointment

  ›Against Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Motilal Oswal Mutual FundCompliant with law. Governance Concern: Skewed Remuneration in favor of Promoter Director.
  • Nippon India Mutual FundSkewed Remuneration

  4 for2 against
• To re-appoint M/s. S.S. Kothari Mehta & Co., Chartered Accountants, (ICAI FRN – 000756N), as Statutory Auditors of the Company and fix their remuneration.n

  ›Against Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Motilal Oswal Mutual FundNon-Compliant with Section 139 of Companies Act and Regulation 36(5) of SEBI LODR: Appointment proposed for 3rd term of 4 years; Proposed audit fee of auditors not disclosed.
  • Nippon India Mutual FundInadequate disclosure

  4 for2 against
• Payment of remuneration to Mr. Diwakar Aggarwal (DIN:00144645), Chairman in the category of Non-Executive Non-Independent Director

  ›Against Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Motilal Oswal Mutual FundCompliant with law. Governance Concern: Remuneration practice of the Company skewed in the favor of Promoter Directors; Chairperson related to Managing Director of the Company.
  • Nippon India Mutual FundSkewed Remuneration

  4 for2 against
• To consider and approve BLS International Employees Stock Option Scheme – 2023

  ›Against Edelweiss Mutual Fund, HDFC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Edelweiss Mutual Fundnot enough disclosures to justify such allotment/ rationale missing
  • HDFC Mutual FundThere is lack of disclosure or clarity on the pricing formula or exercise price at which the ESOP will be granted
  • Motilal Oswal Mutual FundNon-compliant with SEBI (SBEB & SE) Regulations: Exercise price inadequately disclosed. Governance concern: Excessive benefit can be extended to an individual employee.
  • Nippon India Mutual FundInadequate disclosure
  • SBI Mutual FundAs per the scheme, the company proposes to issue 10,000,000 options to employees of the company. The exercise price will be based on market price or average cost of acquisition of shares by the ESOP trust. However, the Nomination and Remuneration Committee has the power to provide discount or charge premium on the price. We do not favour ESOP schemes where options are granted at a discount of more than 20% to the market price or where there is no clarity on the performance metrics for vesting. ESOPs are ‘pay at risk’ options that employees accept at the time of grant, which is protected if the ESOPs are issued at significant discount to the market price. If the stock options are granted at a significant discount, there is no alignment between the interests of investors and those of employees. Therefore, given the lack of clarity on the exercise price, we do not support the resolution. This is why we do not support the resolution.

  1 for5 against
• To approve granting of stock options to the employees of subsidiary company (ies) or Associate Company(ies) or Holding Company (present & future) under the BLS International Employee Stock Option Scheme– 2023MoreLess

  ›Against Edelweiss Mutual Fund, HDFC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Edelweiss Mutual Fundnot enough disclosures to justify such allotment/ rationale missing
  • HDFC Mutual FundThere is lack of disclosure or clarity on the pricing formula or exercise price at which the ESOP will be granted
  • Motilal Oswal Mutual FundNon-compliant with SEBI (SBEB & SE) Regulations: Exercise price inadequately disclosed. Governance Concern: Benefit extended to Subsidiary/ Holding/ Associate Companies with any justification; No provision for reimbursement of cost to be incurred by the Company.
  • Nippon India Mutual FundInadequate disclosure
  • SBI Mutual FundThrough resolution #7, the company is seeking approval to extend the BLS International Employees Stock Option Scheme 2023 to eligible employees of group companies including employees of holding companies, subsidiary companies, and associate companies. Our recommendation is linked to Resolution #6. This is why we do not support the resolution.

  1 for5 against
• To approve granting of employee stock options to the employees of the Company by way of secondary acquisitions under the BLS International Employees Stock Option Scheme– 2023

  ›Against Edelweiss Mutual Fund, HDFC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Edelweiss Mutual Fundnot enough disclosures to justify such allotment/ rationale missing
  • HDFC Mutual FundThere is lack of disclosure or clarity on the pricing formula or exercise price at which the ESOP will be granted
  • Motilal Oswal Mutual FundNon-compliant with SEBI (SBEB & SE) Regulations: Exercise price inadequately disclosed. Governance concern: Excessive benefit can be extended to an individual employee.
  • Nippon India Mutual FundInadequate disclosure
  • SBI Mutual FundThrough resolution #8, the company seeks shareholder approval for secondary acquisition of up to 5% of the paid-up equity share capital at the end of the financial year immediately prior to the year in which the shareholders’ approval is obtained. Our recommendation is linked to Resolution #6. This is why we do not support the resolution.

  1 for5 against
• To approve provision of money by the Company for purchase of its own shares by the Trust / Trustees for the benefit of employees under BLS International Employees Stock Option Scheme– 2023

  ›Against Edelweiss Mutual Fund, HDFC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Edelweiss Mutual Fundnot enough disclosures to justify such allotment/ rationale missing
  • HDFC Mutual FundThere is lack of disclosure or clarity on the pricing formula or exercise price at which the ESOP will be granted
  • Motilal Oswal Mutual FundNon-compliant with SEBI (SBEB & SE) Regulations: Exercise price inadequately disclosed. Governance concern: Excessive benefit can be extended to an individual employee.
  • Nippon India Mutual FundInadequate disclosure
  • SBI Mutual FundThe company seeks shareholder approval for providing loan to the trust to purchase shares. The quantum of the loan will not exceed 5% of the aggregate of the paid-up share capital and free reserves of the company. Our recommendation is linked to resolution #6. This is why we do not support the resolution.

  1 for5 against

Mutual fund votes, meeting of 14 Jun 2023, 6 fund houses

• Appointment of Mr. Atul Seksaria (DIN: 00028099) as a Non-Executive Independent Director of the Company to hold office for a period of five years with effect from May 11, 2023.

  6 for0 against