Aditya Infotech MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 28 Mar 2026, 17 fund houses

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

• TO CONSIDER AND APPROVE RATIFICATION OF ADITYA INFOTECH EMPLOYEE STOCK OPTION PLAN 2024

  ›Against Bandhan Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Trust Mutual Fund

  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Motilal Oswal Mutual Fund, Trust Mutual FundNon-Compliant under SEBI SBEB Regulations 2021: The Company has not disclosed the Exercise Price/ Pricing Formula. The intent behind SEBI mandating disclosure of exercise price in the Notice, is that the shareholders could estimate the economic benefit proposed to be transferred to its employees during the course of time. Nondisclosure or authorizing NRC to decide such price defeats the purpose of SEBI requiring Companies to disclose such information. Governance Concern: Potential maximum benefit that may be granted to a single employee appears to be excessive.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • The scheme permits stock options to be issued with an exercise price at a discount to the market price on the 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.
  • HDFC Mutual FundLack of clarity on the pricing of the ESOPs. We do not support the resolution.
  • Invesco Mutual FundThe company seeks shareholder approval for ratification of the Aditya Infotech Employee Stock Option Plan 2024 (ESOP 2024) under which 3,170,100 options may be granted to employees of the company and the group companies. The scheme does not provide clarity with respect to exercise price and vesting criteria – it allows the NRC the discretion to determine the exercise price, to specify certain performance parameters based on individual performance or company performance, subject to which the options would vest. In the absence of clarity, we are unable to evaluate if the scheme contours align with shareholders’ 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
  • Kotak Mahindra Mutual FundThe company seeks shareholder approval for ratification of the Aditya Infotech Employee Stock Option Plan 2024 (ESOP 2024) under which 3,170,100 options may be granted to employees of the company and the group companies. The scheme does not provide clarity with respect to exercise price and vesting criteria it allows the NRC the discretion to determine the exercise price, to specify certain performance parameters based on individual performance or company performance, subject to which the options would vest. In the absence of clarity, we are unable to evaluate if the scheme contours align with shareholders interest. We do not favour schemes, unless the scheme has performance-based vesting conditions with clearly defined parameters and targets. Given these reasons, we do not support the resolution.
  • Nippon India Mutual FundGovernance Concern: Potential maximum benefit that may be granted to a single employee appears to be excessive.

  5 for9 against
• RATIFICATION OF THE EXTENSION OF BENEFITS OF THE ADITYA INFOTECH EMPLOYEE STOCK OPTION PLAN 2024 (“AIL ESOP PLAN 2024”) TO THE ELIGIBLE EMPLOYEES OF THE GROUP COMPANY INCLUDING SUBSIDIARY COMPANY, ASSOCIATE COMPANY, IN INDIA OR OUTSIDE INDIA AND HOLDING COMPANYMoreLess

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Trust Mutual Fund

  • Axis Mutual FundThis resolution is linked to Resolution No. 1, basis the rationale mentioned in Resolution No. 1, we vote against the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Motilal Oswal Mutual Fund, Trust Mutual FundInter-linked with resolution #1. Governance Concern: Scheme benefit extended to Associate and Holding Companies without affirmation on cost reimbursement provision.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • The scheme permits stock options to be issued with an exercise price at a discount to the market price on the 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 proposal includes grant of stock options to employees of holding, associate and group companies, without a compelling rationale.
  • HDFC Mutual FundLack of clarity on the pricing of the ESOPs. We do not support the resolution.
  • Invesco Mutual FundThe company seeks approval to extend the ESOP 2024 scheme to employees of existing and future group companies including holding company, subsidiaries or associates (whether in India or overseas). Further, we do not support extending benefits to employees of group companies in a blanket approval other than unlisted holding and subsidiary companies
  • Kotak Mahindra Mutual FundThe company seeks approval to extend the ESOP 2024 scheme to employees of existing and future group companies including holding company, subsidiaries or associates (whether in India or overseas). Our view on the resolution is linked to our view on resolution #1. Further, we do not support extending benefits to employees of group companies in a blanket approval other than unlisted holding and subsidiary companies.
  • Nippon India Mutual FundGovernance Concern: Scheme benefit extended to Associate and Holding Companies without affirmation on cost reimbursement provision.

  5 for10 against
• AMENDMENT TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

  ›Against Bandhan Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund, Trust Mutual Fund

  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Motilal Oswal Mutual Fund, Trust Mutual FundCompliant with law. Governance concern: Special Rights to investors in the nature of Nomination of Director on the Board appear to be excessive w.r.t. the proposed minimum 4% shareholding thresholds.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted given that the rights granted to the promoters to appoint one nominee director could result in disproportionate and significant influence/control of such shareholders over the company's board.
  • HDFC Mutual FundThe company entered into a joint venture with Dixon Technologies (India) Limited in May 2017 for the manufacture of security systems, including CCTVs and DVRs, under the ‘CP Plus’ brand. The joint venture, AIL Dixon Technologies Private Limited, commenced operations in January 2018. In September 2024, Aditya Infotech Limited acquired Dixon’s entire stake in the JV through a share swap, resulting in Dixon Technologies Private Limited holding a 6.65% stake in Aditya Infotech Limited. Subsequently, the company entered into a services agreement with Dixon for the provision of certain manufacturing-related services. Under a shareholder agreement between Dixon Technologies (India) Limited, Aditya Infotech Limited, and its promoters, Dixon has the right to nominate one director on the board as long as it holds at least 4% of the company’s share capital. The company now seeks approval to amend the Articles of Association by inserting Article 102A to formalise this right. The proposed threshold for board nomination is low. We do not support the resolution.
  • Invesco Mutual Fund, SBI Mutual FundThe company entered into a joint venture with Dixon Technologies (India) Limited in May 2017 for the manufacture of security systems, including CCTVs and DVRs, under the ‘CP Plus’ brand. The joint venture, AIL Dixon Technologies Private Limited, commenced operations in January 2018. In September 2024, Aditya Infotech Limited acquired Dixon’s entire stake in the JV through a share swap, resulting in Dixon Technologies Private Limited holding a 6.65% stake in Aditya Infotech Limited. Subsequently, the company entered into a services agreement with Dixon for the provision of certain manufacturing-related services. Under a shareholder agreement between Dixon Technologies (India) Limited, Aditya Infotech Limited, and its promoters, Dixon has the right to nominate one director on the board as long as it holds at least 4% of the company’s share capital. The company now seeks approval to amend the Articles of Association by inserting Article 102A to formalise this right. The proposed threshold for board nomination is below our 10% threshold under our voting guidelines. We do not support the resolution.
  • Kotak Mahindra Mutual FundThe company entered into a joint venture with Dixon Technologies (India) Limited in May 2017 for the manufacture of security systems, including CCTVs and DVRs, under the CP Plus brand. The joint venture, AIL Dixon Technologies Private Limited, commenced operations in January 2018. In September 2024, Aditya Infotech Limited acquired Dixon s entire stake in the JV through a share swap, resulting in Dixon Technologies Private Limited holding a 6.65% stake in Aditya Infotech Limited. Subsequently, the company entered into a services agreement with Dixon for the provision of certain manufacturing-related services. Under a shareholder agreement between Dixon Technologies (India) Limited, Aditya Infotech Limited, and its promoters, Dixon has the right to nominate one director on the board as long as it holds at least 4% of the company s share capital. The company now seeks approval to amend the Articles of Association by inserting Article 102A to formalise this right. The proposed threshold for board nomination is below our 10% threshold under our voting guidelines. We do not support the resolution.
  • Mirae Asset Mutual FundNeed better disclosures
  • Nippon India Mutual FundGovernance Concern: Special Rights to investors in the nature of Nomination of Director on the Board appear to be excessive w.r.t. the proposed minimum 4% shareholding thresholds.

  6 for11 against
• REVISION IN REMUNERATION OF MR. HARI SHANKER KHEMKA, CHAIRMAN CUM WHOLE TIME DIRECTOR OF THE COMPANY

  ›Against Edelweiss Mutual Fund, Motilal Oswal Mutual Fund, Trust Mutual Fund

  • Edelweiss Mutual Fund, Motilal Oswal Mutual Fund, Trust Mutual FundCompliant with law. Governance concern: The combined position of ED and Chairman may lead to the concentration of powers in the hands of single individual.

  14 for3 against
• REVISION IN REMUNERATION OF MR. ADITYA KHEMKA, MANAGING DIRECTOR OF THE COMPANY

  ›Against Bandhan Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Trust Mutual Fund

  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Motilal Oswal Mutual Fund, Trust Mutual FundCompliant with law. Governance concern: The remuneration pattern of the Company appears to be skewed in favour of Mr. Aditya Khemka.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted in view of the following concerns in the executive's remuneration: • He will be paid minimum remuneration irrespective of the company's financial performance during his tenure. • There is no absolute cap on the overall remuneration, which makes the proposed remuneration structure of the executives open ended and may lead to discretionary payouts. • There are no disclosures on the threshold and target performance that the executives need to achieve to determine the performance pay element. • At the upper limit, his estimated pay quantum is aggressively positioned against that of industry peers.
  • Invesco Mutual FundAditya Khemka, 51, is a part of the promoter family, and is the Managing Director of Aditya Infotech Limited. He has been associated with the company since its inception, and oversees growth strategies, business operations, investments, and core product development. He attended all twelve board meetings held in FY25 and six out of eight (75%) board meetings held in FY26, till the date of the notice. Aditya Khemka’s FY25 pay aggregated to Rs. 220.5 mn in FY25. We estimate his FY26 and FY27 pay at Rs. 248.3 mn and Rs. 323.9 mn, respectively, which is high and not commensurate with the overall size and scale of company’s operations. Further, aggregate promoter remuneration in FY25 was also high at 11.9% of consolidated PBT. His remuneration structure allows for commission of upto 5.0% of net profits. The company must cap the remuneration in absolute terms and disclose performance metrics that determine variable pay. We do not support the resolution
  • Kotak Mahindra Mutual FundAditya Khemka, 51, is a part of the promoter family, and is the Managing Director of Aditya Infotech Limited. He has been associated with the company since its inception, and oversees growth strategies, business operations, investments, and core product development. He attended all twelve board meetings held in FY25 and six out of eight (75%) board meetings held in FY26, till the date of the notice. Aditya Khemka s FY25 pay aggregated to Rs. 220.5 mn in FY25. We estimate his FY26 and FY27 pay at Rs. 248.3 mn and Rs. 323.9 mn, respectively, which is high and not commensurate with the overall size and scale of company s operations. Further, aggregate promoter remuneration in FY25 was also high at 11.9% of consolidated PBT. His remuneration structure allows for commission of upto 5.0% of net profits. The company must disclose performance metrics that determine variable pay. We do not support the resolution.
  • Mirae Asset Mutual FundRemuneration not within Company's Act
  • Nippon India Mutual FundGovernance Concern: The remuneration pattern of the Company appears to be skewed in favour of Mr. Aditya Khemka.

  8 for9 against
• REVISION IN REMUNERATION OF MR. ANANMAY KHEMKA, WHOLE-TIME DIRECTOR OF THE COMPANY

  ›Against Bandhan Mutual Fund, Edelweiss Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Trust Mutual Fund

  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Motilal Oswal Mutual Fund, Trust Mutual FundCompliant with law. No major concern identified w.r.t. his profile and time commitment. Governance concern: Proposed remuneration appears to be excessive when compared to the Peer entities and Benchmark.
  • Invesco Mutual FundAnanmay Khemka, 26, is a part of the promoter family, and a Whole-time Director of Aditya Infotech Limited. He has been associated with the company since July 2020 and was appointed as Whole-time Director for five years from 23 September 2024. He attended all three out of four (75%) board meetings held in FY25 and five out of eight (63%) board meetings held in FY26, till the date of the notice. We expect directors to attend all board meetings. Ananmay Khemka’s FY25 pay aggregated to Rs. 8.7 mn. We estimate his FY26 and FY27 pay at Rs. 21.0 mn and Rs. 30.3 mn, respectively. The proposed remuneration is high given his experience. Further, the company must disclose the performance metrics used to determine the variable pay. Given that he has less than ten years of relevant post-qualification experience, his appointment as Executive Director is not aligned with our voting guidelines. Accordingly, we do not support the proposed revision in remuneration
  • Kotak Mahindra Mutual FundAnanmay Khemka, 26, is a part of the promoter family, and a Whole-time Director of Aditya Infotech Limited. He has been associated with the company since July 2020 and was appointed as Whole-time Director for five years from 23 September 2024. He attended all three out of four (75%) board meetings held in FY25 and five out of eight (63%) board meetings held in FY26, till the date of the notice. Ananmay Khemka s FY25 pay aggregated to Rs. 8.7 mn. We estimate his FY26 and FY27 pay at Rs. 21.0 mn and Rs. 30.3 mn, respectively. The proposed remuneration is high given his experience. Further, the company must disclose the performance metrics used to determine the variable pay. Given that he has less than ten years of relevant post qualification experience, his appointment as Executive Director is not aligned with our voting guidelines. Accordingly, we do not support the proposed revision in remuneration.
  • Nippon India Mutual FundGovernance Concern: Proposed remuneration appears to be excessive when compared to the Peer entities and Benchmark.

  10 for7 against