Cohance Lifesciences MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 17 Sep 2026, 10 fund houses so far (houses' deadline to file 15 Oct 2026)

• Adoption of standalone financial statements

  10 for0 against
• Adoption of consolidated financial statements

  10 for0 against
• Reappointment of Ms. Shweta Jalan, Director liable to retire by rotation

  10 for0 against

Mutual fund votes, meeting of 13 Jun 2026, 24 fund houses

• Approval for appointment of Mr. Umang Vohra (DIN: 02296740) as Chairman of the Company, with effect from the opening business hours of 1 May 2026, and Group Chief Executive Officer of the Company, with effect from the opening business hours of 20 May 2026MoreLess

  24 for0 against
• Approval for payment of remuneration to Mr. Umang Vohra (DIN: 02296740) in excess of the limits prescribed under Section 197 of the Companies Act, 2013

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

  • Axis Mutual Fund, Invesco Mutual FundUmang Vohra appointment marks a significant shift in Cohance’s leadership. His past success at Cipla Limited is well documented. At Cipla, as Managing Director and Chief Global Executive Officer, his compensation aggregated Rs. 447.9 mn in FY25 and is likely to be higher in FY26 with addition of retention bonus payouts and retirals (details are not yet available). Therefore, we recognize the need to set Umang Vohra’s remuneration at a level that will be high for Cohance’s current size and scale of operation. While the fixed and variable pay, at a total of USD 2.7 mn, can be considered commensurate with Umang Vohra’s experience, our concern emanates from the size and value of stock option grants. During his tenure, Umang Vohra will be eligible to receive 17,841,222 stock options – which is about 4.3% of the expanded capital base. While the company has estimated the fair value of these stock options at USD 10mn equally spread over the five year tenure, based on our estimates using Black Scholes modelling, we value these stock options in the range of USD 37.9 mn and USD 64.2 mn. Consequently, there is a significant difference between the aggregate value of Umang Vohra’s compensation. By our calculation, it can range between USD 10.5 mn (Rs. 1.01 bn) to USD 15.8 mn (Rs. 1.52 bn) in FY27. The external valuation for the stock options used index volatility instead of Cohance’s own stock – other assumptions used for the Black Scholes calculations have not been disclosed. Given the discrepancy in the valuation of stock options, the size of the stock option grants, and the resultant aggregate compensation that is significantly high – both, in comparison to the company’s size and with respect to Umang Vohra’s previous compensation from Cipla - we do not support the resolution. Further, the remuneration agreement does not include malus and clawback clauses, which is a concern especially given the outsized remuneration levels.
  • Canara Robeco Mutual FundUmang Vohra's appointment marks a significant shift in Cohance's leadership. His past success at Cipla Limited is well documented. At Cipla, as Managing Director and Chief Global Executive Officer, his compensation aggregated Rs. 420.7 mn in FY26. Therefore, we recognize the need to set Umang Vohra's remuneration at a level that will be high for Cohance's current size and scale of operation. His estimated assured pay from Cohance will range between Rs. 402.2 mn and Rs. 543.7 mn in FY27, which is higher than his FY26 aggregate pay (fixed+ variable) from Cipla Limited, which is materially larger entity than Cohance. Assuming that all stock options will vest, his compensation between Rs. 1.01 bn and Rs.1.52 bn, which is outsized for the company. The size and value of stock option grants is very high. During his tenure, Umang Vohra will be eligible to receive 17,841,222 stock options — which is about 4.3% of the expanded capital base. The company has estimated the fair value of these stock options at USD 10.0 mn by using Monte Carlo simulation, with fair value equally spread over the five-year tenure. Company’s valuation of stock options at USD 10.0 mn (Rs. 960.0 mn) is depressed: the valuers have assumed that only 13% to 24% of the performance-based stock options will vest. Further, the valuer has used a shorter expected life of the options and a higher price threshold of Rs. 750, as compared to Rs. 650 disclosed in the meeting notice. Instead of using the volatility of the company’s own stock, the valuer has used the volatility of an index and a peer set. The weightages and performance targets underlying the valuation assumptions are also not clearly disclosed. Given the discrepancy in the valuation of stock options, the size of the stock option grants, and the resultant aggregate compensation that is significantly high — both in comparison to the company's size and with respect to Umang Vohra's previous compensation from Cipla — we do not support the resolution. Further, the remuneration agreement does not include malus and clawback clauses, which is a concern especially given the outsized remuneration levels.
  • Jio BlackRock Mutual FundUmang Vohra's appointment marks a significant shift in Cohance's leadership. His past success at Cipla Limited is well documented. At Cipla, as Managing Director and Chief Global Executive Officer, his compensation aggregated Rs. 420.7 mn in FY26. Therefore, we recognize the need to set Umang Vohra's remuneration at a level that will be high for Cohance's current size and scale of operation. His estimated assured pay from Cohance will range between Rs. 402.2 mn and Rs. 543.7 mn in FY27, which is higher than his FY26 aggregate pay (fixed+ variable) from Cipla Limited, which is materially larger entity than Cohance. Assuming that all stock options will vest, we estimate his compensation between Rs. 1.01 bn and Rs.1.52 bn, which is outsized for the company. Our larger concern however, emanates from the size and value of stock option grants. During his tenure, Umang Vohra will be eligible to receive 17,841,222 stock options — which is about 4.3% of the expanded capital base. While the company has estimated the fair value of these stock options at USD 10.0 mn by using Monte Carlo simulation, with fair value equally spread over the five-year tenure. Based on our estimates using Black-Scholes model, we value these stock options in the range of USD 37.9 mn and USD 64.2 mn. We note that company’s valuation of stock options at USD 10.0 mn (Rs. 960.0 mn) is depressed: the valuers have assumed that only 13% to 24% of the performance-based stock options will vest. Further, the valuer has used a shorter expected life of the options and a higher price threshold of Rs. 750, as compared to Rs. 650 disclosed in the meeting notice. Instead of using the volatility of the company’s own stock, the valuer has used the volatility of an index and a peer set. The weightages and performance targets underlying the valuation assumptions are also not clearly disclosed. Given the discrepancy in the valuation of stock options, the size of the stock option grants, and the resultant aggregate compensation that is significantly high — both in comparison to the company's size and with respect to Umang Vohra's previous compensation from Cipla — we do not support the resolution. Further, the remuneration agreement does not include malus and clawback clauses, which is a concern especially given the outsized remuneration levels.
  • Mirae Asset Mutual FundRemuneration not within companies act
  • Nippon India Mutual FundMr. Umang Vohra, former MD & CEO of Cipla, brings 30+ years of pharmaceutical experience, including 14+ years at Dr. Reddy's Laboratories as CFO and Head of North America Generics.

  18 for6 against
• Approval of the ‘Cohance Lifesciences Limited – Employee Stock Option Plan, 2026

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

  • Angel One Mutual FundGovernance concern: Provision to accelerate vesting period with absolute discretion to Nomination & Remuneration Committee. Transparency concern: Nomination & Remuneration Committee has discretion to alter the exercise period for different employees which is not a good governance practice.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. Governance concern: Provision to accelerate vesting period with absolute discretion to NRC. Transparency concern: NRC has discretion to alter the exercise period for different employees which is not a good governance practice
  • Kotak Mahindra Mutual FundThe company seeks approval for ESOP 2026, which will result in a 6.25% dilution on the expanded capital base, with up to 25.9 mn stock options proposed to be granted to eligible employees. The first grant will be made at a fixed price of Rs. 325 per option a 2.5% discount to the average market price of the company's shares over the 21 trading days preceding the board's approval of ESOP 2026. The first grant a bulk of which will be made to Umang Vohra will be made within 10 working days of getting the scheme s approval from stock exchanges. The price of Rs. 325 represents a 9% discount to the closing price of Rs. 360 on 24 April 2026 (the last trading day prior to board approval) and a 2.5% discount to the average market price of the company's shares over the 21 trading days preceding the board's approval of ESOP 2026. The remaining grants will carry an exercise price not exceeding a 20% discount to the average closing market price of the company's shares over the 21 trading days preceding one trading day prior to the date of grant. ESOP 2026 comprises both time-based and performance-based stock options. The performance-based options, granted at Rs. 325 per option, will vest upon achievement of a combination of parameters including growth in revenue and EBITDA, expansion of customer base, improvement in operational and quality metrics (including ESG scores, customer audit scores, and regulatory track record), and share price/total shareholder return reaching at least Rs. 650. The company under the vesting period has stated that NRC have the right to accelerate vesting of unvested options. Also, NRC may extend, shorten, or otherwise vary the vesting period from time to time subject to these minimum and maximum vesting period. Since the company has provided unfettered authority to the committee to accelerate the Vesting period of stock options on a case-to-case basis; we do not support the resolution.
  • Motilal Oswal Mutual FundProvision for accelerated vesting; NRC discretion to alter exercise period.

  17 for7 against
• Approval for extension of the ‘Cohance Lifesciences Limited – Employee Stock Option Plan, 2026 ’ to the unlisted subsidiary companies of the Company

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

  • Angel One Mutual FundGovernance concern: Provision to accelerate vesting period with absolute discretion to Nomination & Remuneration Committee. Transparency concern: Nomination & Remuneration Committee has discretion to alter the exercise period for different employees which is not a good governance practice.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. No concern identified w.r.t the proposed extension of benefits of Scheme to the employees of subsidiary companies. Governance concern: Interlinked with resolution #3; Concerns identified under ESOP 2026.
  • Kotak Mahindra Mutual FundOur view on this resolution is linked to our view on resolution #3. We do not support the resolution.
  • Motilal Oswal Mutual FundInterlinked with resolution #3.

  17 for7 against
• Approval for grant of stock options equal to or exceeding, in one financial year, 1% of the issued capital of the Company, at the time of grant of options

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Canara Robeco Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, JM Financial Mutual Fund, Kotak Mahindra 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: The Company has proposed to grant ~68% of the ESOP 2026 pool to the proposed Director, however the proposed grant is interlinked with resolution #3; concerns identified under ESOP 2026.
  • Axis Mutual FundAs part of his compensation, Umang Vohra will be granted in aggregate 17,841,222 employee stock options under the ESOP 2026. These stock options constitute 4.3% of the issued capital on a fully diluted basis, where applicable time-based employee stock options shall not exceed 1.2% on a fully diluted basis or 28% of the total stock options granted to Umang Vohra. While the company has estimated the aggregate fair value of these stock options at USD 10mn, based on our estimates using Black Scholes modelling, we value these stock options between USD 37.9 mn and USD 64.2 mn, Consequently, there is a significant difference between the aggregate value of Umang Vohra’s compensation. By our calculation, it can range between USD 10.5 mn (Rs. 1.01 bn) to USD 15.8 mn (Rs. 1.52 bn). The external valuation for the stock options used index volatility instead of Cohance’s own stock – other assumptions used for the Black Scholes calculations have not been disclosed. Given the discrepancy in the valuation of stock options, the size of the stock option grants, and the resultant aggregate compensation that is significantly high – both, in comparison to the company’s size and with respect to Umang Vohra’s previous compensation from Cipla - we do not support the resolution. Further, our view on this resolution is linked to our view on resolution #2.
  • Canara Robeco Mutual FundAs part of his compensation, Umang Vohra will be granted in aggregate 17,841,222 employee stock options under the ESOP 2026. These stock options constitute 4.3% of the issued capital on a fully diluted basis, where applicable time-based employee stock options shall not exceed 1.2% on a fully diluted basis or 28% of the total stock options granted to Umang Vohra. While the company has estimated the fair value of these stock options at USD 10.0 mn by using Monte Carlo simulation, with fair value equally spread over the five-year tenure. Company’s valuation of stock options at USD 10.0 mn (Rs. 960.0 mn) is depressed: the valuers have assumed that only 13% to 24% of the performance-based stock options will vest. Further, the valuer has used a shorter expected life of the options and a higher price threshold of Rs. 750, as compared to Rs. 650 disclosed in the meeting notice. Instead of using the volatility of the company’s own stock, the valuer has used the volatility of an index and a peer set. The weightages and performance targets underlying the valuation assumptions are also not clearly disclosed. Given the discrepancy in the valuation of stock options, the size of the stock option grants, and the resultant aggregate compensation that is significantly high – both, in comparison to the company’s size and with respect to Umang Vohra’s previous compensation from Cipla - we do not support the resolution.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. Governance concern: The Company has proposed to grant ~68% of the ESOP 2026 pool to the proposed Director, however the proposed grant is interlinked with resolution #3; concerns identified under ESOP 2026.
  • Invesco Mutual FundAs part of his compensation, Umang Vohra will be granted in aggregate 17,841,222 employee stock options under the ESOP 2026. These stock options constitute 4.3% of the issued capital on a fully diluted basis, where applicable time-based employee stock options shall not exceed 1.2% on a fully diluted basis or 28% of the total stock options granted to Umang Vohra. While the company has estimated the aggregate fair value of these stock options at USD 10mn, based on our estimates using Black Scholes modelling, we value these stock options between USD 37.9 mn and USD 64.2 mn, Consequently, there is a significant difference between the aggregate value of Umang Vohra’s compensation. By our calculation, it can range between USD 10.5 mn (Rs. 1.01 bn) to USD 15.8 mn (Rs. 1.52 bn). The external valuation for the stock options used index volatility instead of Cohance’s own stock – other assumptions used for the Black Scholes calculations have not been disclosed. Given the discrepancy in the valuation of stock options, the size of the stock option grants, and the resultant aggregate compensation that is significantly high – both, in comparison to the company’s size and with respect to Umang Vohra’s previous compensation from Cipla. We do not support the resolution.
  • Jio BlackRock Mutual FundAs part of his compensation, Umang Vohra will be granted in aggregate 17,841,222 employee stock options under the ESOP 2026. These stock options constitute 4.3% of the issued capital on a fully diluted basis, where applicable time-based employee stock options shall not exceed 1.2% on a fully diluted basis or 28% of the total stock options granted to Umang Vohra. While the company has estimated the fair value of these stock options at USD 10.0 mn by using Monte Carlo simulation, with fair value equally spread over the five-year tenure. Based on our estimates using Black-Scholes model, we value these stock options in the range of USD 37.9 mn and USD 64.2 mn. We note that company’s valuation of stock options at USD 10.0 mn (Rs. 960.0 mn) is depressed: the valuers have assumed that only 13% to 24% of the performance-based stock options will vest. Further, the valuer has used a shorter expected life of the options and a higher price threshold of Rs. 750, as compared to Rs. 650 disclosed in the meeting notice. Instead of using the volatility of the company’s own stock, the valuer has used the volatility of an index and a peer set. The weightages and performance targets underlying the valuation assumptions are also not clearly disclosed. Given the discrepancy in the valuation of stock options, the size of the stock option grants, and the resultant aggregate compensation that is significantly high – both, in comparison to the company’s size and with respect to Umang Vohra’s previous compensation from Cipla - we do not support the resolution. Further, our view on this resolution is linked to our view on resolution #2.
  • JM Financial Mutual FundDissapproving it due to stock price performance.
  • Kotak Mahindra Mutual FundOur view on this resolution is linked to our view on resolution #3. We do not support the resolution.
  • Mirae Asset Mutual FundRemuneration not within companies act
  • Motilal Oswal Mutual FundNo concern identified with the grant of ESOPs however interlinked with resolution #3.
  • Nippon India Mutual FundGovernance Concern: The Company has proposed to grant ~68% of the ESOP 2026 pool to the proposed Director, however the proposed grant is interlinked with resolution #3; concerns identified under ESOP 2026.

  10 for14 against

The board is made up as the listing rules require

Yes

The board has a regular chairperson

Yes

The company has a risk management committee

Yes

The chair is related to the managing director

Yes

The filing has a part on fines and penalties

No

The filing has a part on tax disputes

No

There was a cyber security incident in the quarter

No

The company's own answers in its filing.