Eternal MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 19 Aug 2025, 39 fund houses

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

• To consider and adopt the audited standalone and consolidated financial statements of the Company for the financial year ended March 31, 2025, together with the reports of the board of directors and auditors’ thereonMoreLess

  38 for0 against
• To re-appoint Sanjeev Bikhchandani (DIN: 00065640), Non-Executive Nominee Director, who retires by rotation and being eligible, offers himself for re-appointment

  39 for0 against
• To re-appoint M/s Deloitte Haskins & Sells, Chartered Accountants as the Statutory Auditors of the Company for a second term of 5 (five) consecutive years and to determine their remuneration

  39 for0 against
• To appoint M/s Chandrasekaran Associates, Company Secretaries as the Secretarial Auditors of the Company for a term of 5 (five) consecutive years

  39 for0 against

Mutual fund votes, meeting of 19 May 2025, 37 fund houses

• To consider and approve a cap of up to 49.50 percent on aggregate foreign ownership

  37 for0 against

Mutual fund votes, meeting of 9 Mar 2025, 32 fund houses

• Item 1, as a fund house numbered it

  1 for0 against
• 1) Approve change in the name of the company from ‘Zomato Limited’ to ‘Eternal Limited’ and consequent amendment to the Memorandum of Association (MoA) and the Articles of Association (AoA).

  1 for0 against
• Approve change in the name of the company from ‘Zomato Limited’ to ‘Eternal Limited’ and consequent amendment to the Memorandum of Association (MoA) and the Articles of Association (AoA)

  3 for0 against
• Change Company Name to ETERNAL LIMITED and Amend Memorandum and Articles of Association

  2 for0 against
• To approve, change of name of the Company and consequent alteration in the Memorandum of Association and Articles of Association of the Company.

  24 for0 against
• To change the name of the Company from “ZOMATO LIMITED” to “ETERNAL LIMITED" & to consider and consequent alteration in the Memorandum of Association and Articles of Association of the Company

  1 for0 against

Mutual fund votes, meeting of 22 Nov 2024, 33 fund houses

• 1) Approve issuance of equity shares up to Rs. 85.0 bn through Qualified Institutions Placement (QIP).

  1 for0 against
• 2) Approve modification to Zomato Employee Stock Option Plan 2018, 2021, 2022 and 2024 to implementation under the Trust route and approve the Trust to acquire 479,514,852 shares.

  1 for0 against
• 3) Approve grant of interest free loan to Foodie Bay Employees ESOP Trust for acquisition of shares for Zomato Employee Stock Option Plan 2018, 2021, 2022 and 2024.

  1 for0 against
• Approval for Implementation of Zomato Employee Stock Option Plan 2018, Zomato Employee Stock Option Plan 2021, Zomato Employee Stock Option Plan 2022 and Zomato Employee Stock Option Plan 2024 through Trust Route and Amendments thereto.MoreLess

  ›Against Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Helios Mutual Fund, Invesco Mutual Fund, LIC Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Tata Mutual Fund, Zerodha Mutual Fund

  • Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, Helios Mutual Fund, LIC Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual FundNo concern with regard to proposed modification per-se, however, concern identified with regard to underlying schemes to which modification proposed. Original Scheme Non-Compliant with SEBI SBEB Regulations: Inadequate disclosure regarding the exercise price in the scheme to which modification is proposed. Governance Concern: Potential for significant benefits to a single employee under the concerned schemes.
  • Bank of India Mutual FundThe company seeks approval to modify the implementation of Zomato Employee Stock Option Plan 2018, 2021, 2022 and 2024 through the Trust route versus shareholder approved Direct route. The trust, Foodie Bay Employees ESOP Trust, will acquire, subscribe up to 479,514,852 fully paid-up equity shares - representing 57% of the total options (Rs. 840.3 options) available under the schemes, for the purpose of implementation of the ESOP Schemes. The modification is procedural in nature – the Trust will issue fresh equity and there no incremental impact on dilution or the other terms and conditions of the ESOP Schemes. Nevertheless, we do not support the resolution because we do not support the four ESOP schemes
  • HDFC Mutual FundThe scheme gives the Nomination and Remuneration Committee (NRC) the discretion to determine the exercise price - this could result in options being granted at a significant discount to market price. In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees.
  • Invesco Mutual FundThe company seeks approval to modify the implementation of Zomato Employee Stock Option Plan 2018, 2021, 2022 and 2024 through the Trust route versus shareholder approved Direct route. The trust, Foodie Bay Employees ESOP Trust, will acquire, subscribe up to 479,514,852 fully paid-up equity shares - representing 57% of the total options (Rs. 840.3 options) available under the schemes, for the purpose of implementation of the ESOP Schemes. The modification is procedural in nature – the Trust will issue fresh equity and there no incremental impact on dilution or the other terms and conditions of the ESOP Schemes. Nevertheless, we do not support the resolution because we do not support the four ESOP schemes. We raise further concern that the aggregate outstanding under all four ESOP schemes is estimated at less than 395 mn options, which is significantly lower than the approval sought for the Trust to acquire 479,514,852 shares This is in line with our ESG framework.
  • Nippon India Mutual FundPotential for significant benefits to a single employee under the concerned schemes.
  • Tata Mutual FundNo concern regarding proposed modification per-se. The company seeks approval to modify the implementation of Zomato Employee Stock Option Plan 2018, 2021, 2022 and 2024 through the Trust route versus shareholder approved Direct route. The modification is procedural in nature - the Trust will issue fresh equity and there no incremental impact on dilution or the other terms and conditions of the ESOP Schemes. However, concern identified regarding underlying ESOP schemes to which modification proposed. For original ESOP Scheme (2024), we had voted against the agenda in meeting dated 29/06/2024 due to ESOP exercise price being set at face value (Rs. 1) which in our opinion was at very deep discount to the market price (~Rs. 200). Also, The Company had placed an absolute cap on the maximum number of options that can be granted to a single employee to be an aggregate limit of 0.5% of the issued capital of the Company. Technically, the Company can grant ~4.41 crore shares (0.5% of issued capital) to an individual employee. Therefore, approx. 24.15% of the entire option pool of the Scheme can be granted to a single employee which is very significant. Our view on the current agenda is linked to view on the ESOP scheme and hence, we vote against this agenda.

  13 for12 against
• Approve grant of interest free loan to Foodie Bay Employees ESOP Trust for acquisition of shares for Zomato Employee Stock Option Plan 2018, 2021, 2022 and 2024

  ›Against DSP Mutual Fund, Navi Mutual Fund

  • DSP Mutual Fund, Navi Mutual FundThe company seeks approval to provide financial support to the trust for acquisition of shares of up to 479,514,852 shares to implement Zomato Employee Stock Option Plan 2018, 2021, 2022 and 2024. The board will decide the amount of loan including providing guarantee or security for the loan granted by any Bank or Financial Institution or by way of any other permitted means and will be subject to the regulatory threshold of 5% of aggregate paid-up share capital and free reserves. Our view on this resolution is linked to our view on resolution #2. Therefore, we do not support the resolution.

  2 for2 against
• Approve Implementation of Zomato Employee Stock Option Plan 2018, Zomato Employee Stock Option Plan 2021, Zomato Employee Stock Option Plan 2022 and Zomato Employee Stock Option Plan 2024 through Trust RouteMoreLess

  2 for0 against
• Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights

  2 for0 against
• Approve issuance of equity shares up to Rs. 85.0 bn through Qualified Institutions Placement (QIP)

  4 for0 against
• Approve modification to Zomato Employee Stock Option Plan 2018, 2021, 2022 and 2024 to implementation under the Trust route and approve the Trust to acquire 479,514,852 shares

  ›Against DSP Mutual Fund, Navi Mutual Fund

  • DSP Mutual Fund, Navi Mutual FundThe company seeks approval to modify the implementation of Zomato Employee Stock Option Plan 2018, 2021, 2022 and 2024 through the Trust route versus shareholder approved Direct route. The trust, Foodie Bay Employees ESOP Trust, will acquire, subscribe up to 479,514,852 fully paid-up equity shares - representing 57% of the total options (Rs. 840.3 options) available under the schemes, for the purpose of implementation of the ESOP Schemes. The modification is procedural in nature – the Trust will issue fresh equity and there no incremental impact on dilution or the other terms and conditions of the ESOP Schemes. Nevertheless, we do not support the resolution because we do not support the four ESOP schemes

  2 for2 against
• Approve Provision of Interest Free Loan to Foodie Bay Employees ESOP Trust for Implementation of Zomato Employee Stock Option Plan 2018, 2021, 2022 and 2024 through Trust Route

  2 for0 against
• Authorization for providing interest free loan to Foodie Bay Employees ESOP Trust for implementation of Zomato Employee Stock Option Plan 2018, Zomato Employee Stock Option Plan 2021, Zomato Employee Stock Option Plan 2022 and Zomato Employee Stock Option Plan 2024 through trust route and amendments thereto.MoreLess

  ›Against Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Helios Mutual Fund, Invesco Mutual Fund, LIC Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Tata Mutual Fund, Zerodha Mutual Fund

  • Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, Helios Mutual Fund, LIC Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual FundNo concern with regard to proposed modification per-se, however, concern identified with regard to underlying schemes to which modification proposed. Original Scheme Non-Compliant with SEBI SBEB Regulations: Inadequate disclosure regarding the exercise price in the scheme to which modification is proposed. Governance Concern: Potential for significant benefits to a single employee under the concerned schemes.
  • Bank of India Mutual FundThe company seeks approval to provide financial support to the trust for acquisition of shares of up to 479,514,852 shares to implement Zomato Employee Stock Option Plan 2018, 2021, 2022 and 2024. The board will decide the amount of loan including providing guarantee or security for the loan granted by any Bank or Financial Institution or by way of any other permitted means and will be subject to the regulatory threshold of 5% of aggregate paid-up share capital and free reserves. Our view on this resolution is linked to our view on resolution #2. Therefore, we do not support the resolution.
  • HDFC Mutual FundThe scheme gives the Nomination and Remuneration Committee (NRC) the discretion to determine the exercise price - this could result in options being granted at a significant discount to market price. In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees.
  • Invesco Mutual FundThe company seeks approval to provide financial support to the trust for acquisition of shares of up to 479,514,852 shares to implement Zomato Employee Stock Option Plan 2018, 2021, 2022 and 2024. The board will decide the amount of loan including providing guarantee or security for the loan granted by any Bank or Financial Institution or by way of any other permitted means and will be subject to the regulatory threshold of 5% of aggregate paid-up share capital and free reserves. Therefore, we do not support the resolution. We raise further concern that the aggregate outstanding under all four ESOP schemes is estimated at less than 395 mn options, which is significantly lower than the approval sought for the Trust to acquire 479,514,852 shares This is in line with our ESG framework.
  • Nippon India Mutual FundPotential for significant benefits to a single employee under the concerned schemes.
  • Tata Mutual FundNo concern regarding proposed modification per-se. While the modification is procedural in nature, it is linked to the original ESOP Scheme (2024), which we had voted against the agenda in meeting dated 29/06/2024 due to ESOP exercise price being set at face value (Rs. 1) which in our opinion was at very deep discount to the market price (~Rs. 200). Also, The Company had placed an absolute cap on the maximum number of options that can be granted to a single employee to be an aggregate limit of 0.5% of the issued capital of the Company. Technically, the Company can grant ~4.41 crore shares (0.5% of issued capital) to an individual employee. Therefore, approx. 24.15% of the entire option pool of the Scheme can be granted to a single employee which is very significant. Our view on the current agenda is linked to view on the ESOP scheme and hence, we vote against this agenda.

  13 for12 against
• To approve, Authorization for providing interest free loan to Foodie Bay Employees ESOP Trust for implementation of Zomato Employee Stock Option Plan 2018, Zomato Employee Stock Option Plan 2021, Zomato Employee Stock Option Plan 2022 and Zomato Employee Stock Option Plan 2024 through trust route and amendments.MoreLess

  ›Against Edelweiss Mutual Fund

  • Edelweiss Mutual FundInadequate disclosure regarding the exercise price in the scheme to which modification is proposed. Potential for significant benefits to a single employee under the concerned schemes.

  0 for1 against
• To approve, implemtation of zomato employee stock option plan 2018, zomato employee stock option plan 2021, zomoto employee stock option plan 2022 and zomato employee stock option plan 2024 through trust route and amendments.MoreLess

  ›Against Edelweiss Mutual Fund

  • Edelweiss Mutual FundInadequate disclosure regarding the exercise price in the scheme to which modification is proposed. Potential for significant benefits to a single employee under the concerned schemes.

  0 for1 against
• To approve, Raise in capital by way of a qualified institutions placement to eligible investors through an issuance of equity shares.

  1 for0 against
• To create, offer, issue and allot such number of Equity Shares (Equity Shares), in accordance with applicable law, in one or more tranches, whether Rupee denominated or denominated in one or more foreign currencies, in the course of domestic and/ or international offering(s) in one or more foreign markets, in terms of the applicable regulations and as permitted under the applicable laws, in such manner in consultation with the lead managers/ book running lead manager(s) and/ or other advisor(s) or otherwise, for an aggregate amount not exceeding INR 8,500 crore.MoreLess

  24 for0 against
• To Raise Capital By Way Of A Qualified Institutions Placement To Eligible Investors Through An Issuance Of Equity Shares

  1 for0 against

Mutual fund votes, meeting of 28 Aug 2024, 28 fund houses

• 1) Adoption of Audited Standalone and Consolidated Financial Statements for the year ended 31st March, 2024 and the Reports of the Directors and Auditors thereon.

  1 for0 against
• 2) Reappoint Sanjeev Bikhchandani (DIN: 00065640) as Non-Executive Non-Independent Nominee Director, liable to retire by rotation.

  1 for0 against
• 3) Approve payment of remuneration to Ms. Aparna Popat Ved, amounting to Rs. 10.0 mn per annum for three years from 1 April 2024 or until expiry of her term whichever is earlier, as minimum remuneration.MoreLess

  1 for0 against
• 4) Approve payment of remuneration to Ms. Gunjan Tilak Raj Soni, amounting to Rs. 10.0 mn per annum for three years from 1 April 2024 or until expiry of her term whichever is earlier, as minimum remuneration.MoreLess

  1 for0 against
• 5) Approve payment of remuneration to Kaushik Dutta, amounting to Rs. 10.0 mn per annum for three years from 1 April 2024 or until expiry of his term whichever is earlier, as minimum remuneration.

  1 for0 against
• 6) Approve payment of remuneration to Ms. Namita Gupta, amounting to Rs. 10.0 mn per annum for three years from 1 April 2024 or until expiry of her term whichever is earlier, as minimum remuneration.

  1 for0 against
• 7) Approve payment of remuneration to Ms. Sutapa Banerjee, amounting to Rs. 10.0 mn per annum for three years from 1 April 2024 or until expiry of her term whichever is earlier, as minimum remuneration.MoreLess

  1 for0 against
• Accept Financial Statements and Statutory Reports

  2 for0 against
• Adoption of standalone and consolidated financial statements for the year ended 31 March 2024

  3 for0 against
• Approve payment of remuneration to Kaushik Dutta, amounting to Rs. 10.0 mn per annum for three years from 1 April 2024 or until expiry of her term whichever is earlier, as minimum remuneration

  ›Against DSP Mutual Fund, Sundaram Mutual Fund

  • DSP Mutual Fund, Sundaram Mutual FundKaushik Dutta, 62, Founder and co-director – Thought Arbitrage Research Institute, has been on the board since March 2021. For FY24, commission paid to him was Rs. 2.4 mn. The board proposes to increase his commission by ~4x to Rs.10mn for the next three years or till his tenure ends, whichever is earlier. The board’s rationale for increasing independent director remuneration is increased responsibilities with increased growth, regulatory complexities and the focus on new businesses such as quick commerce. The board has done a benchmarking exercise – however, details of this benchmarking have not been disclosed. While we recognize that Zomato has a talented set of independent directors, the proposed compensation compares with companies in the NIFTY 50, which are significantly larger in size and scale than Zomato. Therefore, we do not support the resolution. Kaushik Dutta has been a member of the Nomination and Remuneration Committee since he joined the board on 1 March 2021. We raise concern over the manner in which remuneration has been handled by the NRC – more specifically the use of stock option grants. Pre-IPO, the fair value of stock options granted to Deepinder Goyal aggregated almost Rs. 14 bn – larger than the collective size of remuneration of all CEOs of S&P BSE SENSEX companies. Post listing, the company’s two stock option schemes (2022 and 2024) met significant push-back from public market investors. We further note that in FY25, Deepinder Goyal’s remuneration will need to be reset, as his three-year term for waiver of remuneration comes to an end.

  1 for2 against
• Approve payment of remuneration to Ms. Aparna Popat Ved, amounting to Rs. 10.0 mn per annum for three years from 1 April 2024 or until expiry of her term whichever is earlier, as minimum remuneration

  ›Against DSP Mutual Fund, Sundaram Mutual Fund

  • DSP Mutual Fund, Sundaram Mutual FundMs. Aparna Popat Ved, 46, is an ex-Olympian and an Arjuna Award winner. She has been an Independent Director since April 2021. For FY24, commission paid to her was Rs. 2.4 mn. The board proposes to increase her commission by ~4x to Rs.10 mn for the next three years or till her tenure ends, whichever is earlier. The board’s rationale for increasing independent director remuneration is increased responsibilities with increased growth, regulatory complexities and the focus on new businesses such as quick commerce. The board has done a benchmarking exercise – however, details of this benchmarking have not been disclosed. While we recognize that Zomato has a talented set of independent directors, the proposed compensation compares with companies in the NIFTY 50, which are significantly larger in size and scale than Zomato. Therefore, we do not support the resolution. We note that in FY25, Deepinder Goyal’s remuneration will need to be reset, as his three-year term for waiver of remuneration comes to an end.

  1 for2 against
• Approve payment of remuneration to Ms. Gunjan Tilak Raj Soni, amounting to Rs. 10.0 mn per annum for three years from 1 April 2024 or until expiry of her term whichever is earlier, as minimum remunerationMoreLess

  ›Against DSP Mutual Fund, Sundaram Mutual Fund

  • DSP Mutual Fund, Sundaram Mutual FundMs. Gunjan Tilak Raj Soni, 44, CEO Zalora Group, has been on the board since April 2021. She has extensive experience across various roles in Myntra Jabong India Private Limited, Star India Private Limited, and Mckinsey & Company, Inc. For FY24, commission paid to her was Rs. 2.4 mn. The board proposes to increase her commission by ~4x to Rs.10 mn for the next three years or till her tenure ends, whichever is earlier. The board’s rationale for increasing independent director remuneration is increased responsibilities with increased growth, regulatory complexities and the focus on new businesses such as quick commerce. The board has done a benchmarking exercise – however, details of this benchmarking have not been disclosed. While we recognize that Zomato has a talented set of independent directors, the proposed compensation compares with companies in the NIFTY 50, which are significantly larger in size and scale than Zomato. Therefore, we do not support the resolution. We note that in FY25, Deepinder Goyal’s remuneration will need to be reset, as his three-year term for waiver of remuneration comes to an end.

  1 for2 against
• Approve payment of remuneration to Ms. Namita Gupta, amounting to Rs. 10.0 mn per annum for three years from 1 April 2024 or until expiry of her term whichever is earlier, as minimum remuneration

  ›Against DSP Mutual Fund, Sundaram Mutual Fund

  • DSP Mutual Fund, Sundaram Mutual FundMs. Namita Gupta, 46, Founder Airveda Technologies Private Limited, has been on the board since March 2021. For FY24, commission paid to her was Rs. 2.4 mn. The board proposes to increase her commission by ~4x to Rs.10mn for the next three years or till her tenure ends, whichever is earlier. The board’s rationale for increasing independent director remuneration is increased responsibilities with increased growth, regulatory complexities and the focus on new businesses such as quick commerce. The board has done a benchmarking exercise – however, details of this benchmarking have not been disclosed. While we recognize that Zomato has a talented set of independent directors, the proposed compensation compares with companies in the NIFTY 50, which are significantly larger in size and scale than Zomato. Therefore, we do not support the resolution. Namita Gupta is the Chairperson of the Nomination and Remuneration Committee since she joined the board on 1 March 2021. We raise concern over the manner in which remuneration has been handled by the NRC – more specifically the use of stock option grants. Pre-IPO, the fair value of stock options granted to Deepinder Goyal aggregated almost Rs. 14 bn – larger than the collective size of remuneration of all CEOs of S&P BSE SENSEX companies. Post listing, the company’s two stock option schemes (2022 and 2024) met significant push-back from public market investors. We further note that in FY25, Deepinder Goyal’s remuneration will need to be reset, as his three-year term for waiver of remuneration comes to an end.

  1 for2 against
• Approve payment of remuneration to Ms. Sutapa Banerjee, amounting to Rs. 10.0 mn per annum for three years from 1 April 2024 or until expiry of her term whichever is earlier, as minimum remuneration

  ›Against DSP Mutual Fund, Sundaram Mutual Fund

  • DSP Mutual Fund, Sundaram Mutual FundMs. Sutapa Banerjee, 59, Former head of private wealth business at ABN Amro Bank NV (India), has been on the board since April 2021. For FY24, commission paid to her was Rs. 2.4 mn. The board proposes to increase her commission by ~4x to Rs.10 mn for the next three years or till her tenure ends, whichever is earlier. The board’s rationale for increasing independent director remuneration is increased responsibilities with increased growth, regulatory complexities and the focus on new businesses such as quick commerce. The board has done a benchmarking exercise – however, details of this benchmarking have not been disclosed. While we recognize that Zomato has a talented set of independent directors, the proposed compensation compares with companies in the NIFTY 50, which are significantly larger in size and scale than Zomato. Therefore, we do not support the resolution. We note that in FY25, Deepinder Goyal’s remuneration will need to be reset, as his three-year term for waiver of remuneration comes to an end.

  1 for2 against
• Approve Remuneration Payable to Aparna Popat Ved as Non-Executive Independent Director

  2 for0 against
• Approve Remuneration Payable to Gunjan Tilak Raj Soni as Non-Executive Independent Director

  2 for0 against
• Approve Remuneration Payable to Kaushik Dutta as Non-Executive Independent Director

  2 for0 against
• Approve Remuneration Payable to Namita Gupta as Non-Executive Independent Director

  2 for0 against
• Approve Remuneration Payable to Sutapa Banerjee as Non-Executive Independent Director

  2 for0 against
• Payment of remuneration of INR 1,00,00,000/- per annum (including but not limited to remuneration to be paid in case of no profits/ inadequate profits) to Aparna Popat Ved (DIN: 08661466), as Non- Executive Independent Director of the Company, for a period of 3 years commencing from April 1, 2024 till March 31, 2027 or the date of completion of tenure as Non- Executive Independent Director of the Company, whichever is earlier.MoreLess

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, Invesco Mutual Fund, JM Financial Mutual Fund, Mahindra Manulife Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual FundCompliant with law. Governance Concern: Proposed fixed remuneration appears excessive.
  • Invesco Mutual FundMs. Aparna Popat Ved, 46, is an ex-Olympian and an Arjuna Award winner. She has been an Independent Director since April 2021. For FY24, commission paid to her was Rs. 2.4 mn. The board proposes to increase her commission by ~4x to Rs. 10 mn for the next three years or till her tenure ends, whichever is earlier. The board’s rationale for increasing independent director remuneration is increased responsibilities with increased growth, regulatory complexities and the focus on new businesses such as quick commerce. The board has done a benchmarking exercise – however, details of this benchmarking have not been disclosed. While we recognize that Zomato has a talented set of independent directors, the proposed compensation compares with companies in the NIFTY 50, which are significantly larger in size and scale than Zomato. Therefore, we do not support the resolution. We note that in FY25, Deepinder Goyal’s remuneration will need to be reset, as his three-year term for waiver of remuneration comes to an end. This is in line with our ESG framework
  • Mahindra Manulife Mutual FundMs. Aparna Popat Ved, 46, is an ex-Olympian and an Arjuna Award winner. She has been an Independent Director since April 2021. For FY24, commission paid to her was Rs. 2.4 mn. The board proposes to increase her commission by ~4x to Rs.10 mn for the next three years or till her tenure ends, whichever is earlier. The board’s rationale for increasing independent director remuneration is increased responsibilities with increased growth, regulatory complexities and the focus on new businesses such as quick commerce. The board has benchmarked its compensation with those of NIFTY50 index constituents, while the company continued to be part of the NIFTY100. The company appears to have used market capitalization as the sole parameter based on which it has decided to benchmark remuneration to NIFTY50, and does not appear to have factored in revenues, profits, and consistency of profitability while selecting peers. While we recognize that Zomato has a talented set of independent directors, we maintain Zomato does not have the size and scale of operations to be comparable to the NIFTY50 index constituents: therefore, the proposed remuneration is high. Hence, we do not support the resolution.
  • Motilal Oswal Mutual FundProposed Fixed Remuneration is Excessive
  • Zerodha Mutual FundGovernance Concern: Proposed fixed remuneration appears excessive.

  12 for9 against
• Payment of remuneration of INR 1,00,00,000/- per annum (including but not limited to remuneration to be paid in case of no profits/ inadequate profits) to Gunjan Tilak Raj Soni (DIN: 07333270), as Non- Executive Independent Director of the Company, for a period of 3 years commencing from April 1, 2024 till March 31, 2027 or the date of completion of tenure as Non- Executive Independent Director of the Company, whichever is earlier.MoreLess

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, Invesco Mutual Fund, JM Financial Mutual Fund, Mahindra Manulife Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual FundCompliant with law. Governance Concern: Proposed fixed remuneration appears excessive.
  • Invesco Mutual FundMs. Gunjan Tilak Raj Soni, 44, CEO Zalora Group, has been on the board since April 2021. She has extensive experience across various roles in Myntra Jabong India Private Limited, Star India Private Limited, and Mckinsey & Company, Inc. For FY24, commission paid to her was Rs. 2.4 mn. The board proposes to increase her commission by ~4x to Rs. 10 mn for the next three years or till her tenure ends, whichever is earlier. The board’s rationale for increasing independent director remuneration is increased responsibilities with increased growth, regulatory complexities and the focus on new businesses such as quick commerce. The board has done a benchmarking exercise – however, details of this benchmarking have not been disclosed. While we recognize that Zomato has a talented set of independent directors, the proposed compensation compares with companies in the NIFTY 50, which are significantly larger in size and scale than Zomato. Therefore, we do not support the resolution. We note that in FY25, Deepinder Goyal’s remuneration will need to be reset, as his three-year term for waiver of remuneration comes to an end This is in line with our ESG framework
  • Mahindra Manulife Mutual FundMs. Gunjan Tilak Raj Soni, 44, CEO Zalora Group, has been on the board since April 2021. She has extensive experience across various roles in Myntra Jabong India Private Limited, Star India Private Limited, and Mckinsey & Company, Inc. For FY24, commission paid to her was Rs. 2.4 mn. The board proposes to increase her commission by ~4x to Rs.10 mn for the next three years or till her tenure ends, whichever is earlier. The board’s rationale for increasing independent director remuneration is increased responsibilities with increased growth, regulatory complexities and the focus on new businesses such as quick commerce. The board has benchmarked its compensation with those of NIFTY50 index constituents, while the company continued to be part of the NIFTY100. The company appears to have used market capitalization as the sole parameter based on which it has decided to benchmark remuneration to NIFTY50, and does not appear to have factored in size revenues, profits, and consistency of profitability while selecting peers. While we recognize that Zomato has a competent set of independent directors, we maintain Zomato does not have the size to be comparable to the NIFTY50 index constituents: it is in his context that we believe the proposed remuneration is high. Hence, we do not support the resolution.
  • Motilal Oswal Mutual FundProposed Fixed Remuneration is Excessive
  • Zerodha Mutual FundGovernance Concern: Proposed fixed remuneration appears excessive.

  12 for9 against
• Payment of remuneration of INR 1,00,00,000/- per annum (including but not limited to remuneration to be paid in case of no profits/ inadequate profits) to Kaushik Dutta (DIN: 03328890), as Non- Executive Independent Director of the Company, for a period of 3 years commencing from April 1, 2024 till March 31, 2027 or the date of completion of tenure as Non- Executive Independent Director of the Company, whichever is earlier.MoreLess

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, Invesco Mutual Fund, JM Financial Mutual Fund, Mahindra Manulife Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, PGIM India Mutual FundCompliant with law. Governance Concern: Proposed fixed remuneration appears excessive. SES has classified Kaushik Dutta as NID due to his past association as NED.
  • Invesco Mutual FundKaushik Dutta, 62, Founder and co-director – Thought Arbitrage Research Institute, has been on the board since March 2021. For FY24, commission paid to him was Rs. 2.4 mn. The board proposes to increase his commission by ~4x to Rs. 10mn for the next three years or till his tenure ends, whichever is earlier. The board’s rationale for increasing independent director remuneration is increased responsibilities with increased growth, regulatory complexities and the focus on new businesses such as quick commerce. The board has done a benchmarking exercise – however, details of this benchmarking have not been disclosed. While we recognize that Zomato has a talented set of independent directors, the proposed compensation compares with companies in the NIFTY 50, which are significantly larger in size and scale than Zomato. Therefore, we do not support the resolution. Kaushik Dutta has been a member of the Nomination and Remuneration Committee since he joined the board on 1 March 2021. We raise concern over the manner in which remuneration has been handled by the NRC – more specifically the use of stock option grants. Pre-IPO, the fair value of stock options granted to Deepinder Goyal aggregated almost Rs. 14 bn – larger than the collective size of remuneration of all CEOs of S&P BSE SENSEX companies. Post listing, the company’s two stock option schemes (2022 and 2024) met significant push-back from public market investors. We further note that in FY25, Deepinder Goyal’s remuneration will need to be reset, as his three-year term for waiver of remuneration comes to an end. This is in line with our ESG framework
  • Mahindra Manulife Mutual FundKaushik Dutta, 62, Founder and co-director – Thought Arbitrage Research Institute, has been on the board since March 2021. For FY24, commission paid to him was Rs. 2.4 mn. The board proposes to increase his commission by ~4x to Rs.10mn for the next three years or till his tenure ends, whichever is earlier. The board’s rationale for increasing independent director remuneration is increased responsibilities with increased growth, regulatory complexities and the focus on new businesses such as quick commerce. The board has benchmarked its compensation with those of NIFTY50 index constituents, while the company continued to be part of the NIFTY100. The company appears to have used market capitalization as the sole parameter based on which it has decided to benchmark remuneration to NIFTY50, and does not appear to have factored in size revenues, profits, and consistency of profitability while selecting peers. While we recognize that Zomato has a competent set of independent directors, we maintain Zomato does not have the size to be comparable to the NIFTY50 index constituents: it is in this context that we believe that the proposed remuneration is high. Hence, we do not support the resolution. Kaushik Dutta has been a member of the Nomination and Remuneration Committee since he joined the board on 1 March 2021. We raise concern over the manner in which remuneration has been handled by the NRC – more specifically the use of stock option grants. Pre-IPO, the fair value of stock options granted to Deepinder Goyal aggregated almost Rs. 14 bn – larger than the collective size of remuneration of all CEOs of S&P BSE SENSEX companies. Post listing, the company’s two stock option schemes (2022 and 2024) met significant push-back from public market investors.
  • Motilal Oswal Mutual FundProposed Fixed Remuneration is Excessive, Past Association as NED
  • Nippon India Mutual FundProposed fixed remuneration appears excessive. SES has classified Kaushik Dutta as NID due to his past association as NED.
  • Zerodha Mutual FundGovernance Concern: Proposed fixed remuneration appears excessive. Plus past association as Non Executive Director.

  12 for9 against
• Payment of remuneration of INR 1,00,00,000/- per annum (including but not limited to remuneration to be paid in case of no profits/ inadequate profits) to Namita Gupta (DIN: 07337772), as Non- Executive Independent Director of the Company, for a period of 3 years commencing from April 1, 2024 till March 31, 2027 or the date of completion of tenure as Non- Executive Independent Director of the Company, whichever is earlier.MoreLess

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, Invesco Mutual Fund, JM Financial Mutual Fund, Mahindra Manulife Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, PGIM India Mutual FundCompliant with law. Governance Concern: Proposed fixed remuneration appears excessive. SES has classified Namita Gupta as NID, as she is Ex-Employee of the Company.
  • Invesco Mutual FundMs. Namita Gupta, 46, Founder Airveda Technologies Private Limited, has been on the board since March 2021. For FY24, commission paid to her was Rs. 2.4 mn. The board proposes to increase her commission by ~4x to Rs.10mn for the next three years or till her tenure ends, whichever is earlier. The board’s rationale for increasing independent director remuneration is increased responsibilities with increased growth, regulatory complexities and the focus on new businesses such as quick commerce. The board has done a benchmarking exercise – however, details of this benchmarking have not been disclosed. While we recognize that Zomato has a talented set of independent directors, the proposed compensation compares with companies in the NIFTY 50, which are significantly larger in size and scale than Zomato. Therefore, we do not support the resolution. Namita Gupta is the Chairperson of the Nomination and Remuneration Committee since she joined the board on 1 March 2021. We raise concern over the manner in which remuneration has been handled by the NRC – more specifically the use of stock option grants. Pre-IPO, the fair value of stock options granted to Deepinder Goyal aggregated almost Rs. 14 bn – larger than the collective size of remuneration of all CEOs of S&P BSE SENSEX companies. Post listing, the company’s two stock option schemes (2022 and 2024) met significant push-back from public market investors. We further note that in FY25, Deepinder Goyal’s remuneration will need to be reset, as his three-year term for waiver of remuneration comes to an end This is in line with our ESG framework
  • JM Financial Mutual FundCompliant with law. Governance Concern: Proposed fixed remuneration appears excessive. SES has classified Namita Gupta as Non-Executive Independent Director, as she is Ex-Employee of the Company.
  • Mahindra Manulife Mutual FundMs. Namita Gupta, 46, Founder Airveda Technologies Private Limited, has been on the board since March 2021. For FY24, commission paid to her was Rs. 2.4 mn. The board proposes to increase her commission by ~4x to Rs.10mn for the next three years or till her tenure ends, whichever is earlier. The board’s rationale for increasing independent director remuneration is increased responsibilities with increased growth, regulatory complexities and the focus on new businesses such as quick commerce. The board has benchmarked its compensation with those of NIFTY50 index constituents, while the company continued to be part of the NIFTY100. The company appears to have used market capitalization as the sole parameter based on which it has decided to benchmark remuneration to NIFTY50, and does not appear to have factored in size of revenues, profits, and consistency of profitability while selecting peers. While we recognize that Zomato has a competent set of independent directors, we maintain Zomato does not have the size to be comparable to the NIFTY50 index constituents: it is in this context that we believe that the proposed remuneration is high. Hence, we do not support the resolution. Namita Gupta is the Chairperson of the Nomination and Remuneration Committee since she joined the board on 1 March 2021. We raise concern over the manner in which remuneration has been handled by the NRC – more specifically the use of stock option grants. Pre-IPO, the fair value of stock options granted to Deepinder Goyal aggregated almost Rs. 14 bn – larger than the collective size of remuneration of all CEOs of S&P BSE SENSEX companies. Post listing, the company’s two stock option schemes (2022 and 2024) met significant push-back from public market investors.
  • Motilal Oswal Mutual FundProposed Fixed Remuneration is Excessive, Ex-Employee as ID
  • Nippon India Mutual FundProposed fixed remuneration appears excessive. SES has classified Namita Gupta as NID, as she is Ex-Employee of the Company.
  • Zerodha Mutual FundGovernance Concern: Proposed fixed remuneration appears excessive. Plus ex-Employee of the Company.

  12 for9 against
• Payment of remuneration of INR 1,00,00,000/- per annum (including but not limited to remuneration to be paid in case of no profits/ inadequate profits) to Sutapa Banerjee (DIN: 02844650), as Non- Executive Independent Director of the Company, for a period of 3 years commencing from April 1, 2024 till March 31, 2027 or the date of completion of tenure as Non- Executive Independent Director of the Company, whichever is earlier.MoreLess

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, Invesco Mutual Fund, JM Financial Mutual Fund, Mahindra Manulife Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, PGIM India Mutual FundCompliant with law. Governance Concern: Proposed fixed remuneration appears excessive.
  • Invesco Mutual FundMs. Sutapa Banerjee, 59, Former head of private wealth business at ABN Amro Bank NV (India), has been on the board since April 2021. For FY24, commission paid to her was Rs. 2.4 mn. The board proposes to increase her commission by ~4x to Rs. 10 mn for the next three years or till her tenure ends, whichever is earlier. The board’s rationale for increasing independent director remuneration is increased responsibilities with increased growth, regulatory complexities and the focus on new businesses such as quick commerce. The board has done a benchmarking exercise – however, details of this benchmarking have not been disclosed. While we recognize that Zomato has a talented set of independent directors, the proposed compensation compares with companies in the NIFTY 50, which are significantly larger in size and scale than Zomato. Therefore, we do not support the resolution. We note that in FY25, Deepinder Goyal’s remuneration will need to be reset, as his three-year term for waiver of remuneration comes to an end This is in line with our ESG framework
  • Mahindra Manulife Mutual FundMs. Sutapa Banerjee, 59, Former head of private wealth business at ABN Amro Bank NV (India), has been on the board since April 2021. For FY24, commission paid to her was Rs. 2.4 mn. The board proposes to increase her commission by ~4x to Rs.10 mn for the next three years or till her tenure ends, whichever is earlier. The board has benchmarked its compensation with those of NIFTY50 index constituents, while the company continued to be part of the NIFTY100. The company appears to have used market capitalization as the sole parameter based on which it has decided to benchmark remuneration to NIFTY50, and does not appear to have factored in size of revenues, profits, and consistency of profitability while selecting peers. While we recognize that Zomato has a competent set of independent directors, we maintain Zomato does not have the size to be comparable to the NIFTY50 index constituents: it is in this context that we believe that the proposed remuneration is high. Hence, we do not support the resolution.
  • Motilal Oswal Mutual FundProposed Fixed Remuneration is Excessive
  • Nippon India Mutual FundProposed fixed remuneration appears excessive.
  • Zerodha Mutual FundGovernance Concern: Proposed fixed remuneration appears excessive.

  12 for9 against
• Reappoint Sanjeev Bikhchandani (DIN: 00065640) as Non-Executive Non-Independent Director, liable to retire by rotation

  ›Against DSP Mutual Fund, Sundaram Mutual Fund

  • DSP Mutual Fund, Sundaram Mutual FundSanjeev Bikhchandani, 61, Founder and Executive Director of Info Edge (India) Limited (Info Edge) and its nominee on the board of Zomato: on 30 June 2024, Info Edge held 13.5% of Zomato’s equity. Sanjeev Bikhchandani has attended five of six board meetings held in FY24 and retires by rotation. He has been a member of the NRC since 1 March 2021. We raise concern over the manner in which remuneration has been handled by the NRC – more specifically the use of stock option grants. Pre-IPO, the fair value of stock options granted to Deepinder Goyal aggregated almost Rs. 14 bn – larger than the collective size of remuneration of all CEOs of S&P BSE SENSEX companies. Post listing, the company’s two stock option schemes (2022 and 2024) met significant push-back from public market investors. Therefore, we do not support his reappointment.

  1 for2 against
• Reelect Sanjeev Bikhchandani as Director

  2 for0 against
• To approve, Re-appointment of Sanjeev Bikhchandani (DIN:00065640) as a Non-Executive Nominee Director.

  ›Against Edelweiss Mutual Fund

  • Edelweiss Mutual FundCandidate holds multiple dorectorships

  0 for1 against
• To approve, remuneration payable to Aparna Popat Ved, Non-Executive Independent Director of the Company.

  ›Against Edelweiss Mutual Fund

  • Edelweiss Mutual FundNot enough information to justify high fees of independent directors. Further fees not linked companies performance

  0 for1 against
• To approve, remuneration payable to Gunjan Tilak Raj Soni, Non-Executive Independent Director of the Company.

  ›Against Edelweiss Mutual Fund

  • Edelweiss Mutual FundNot enough information to justify high fees of independent directors. Further fees not linked companies performance

  0 for1 against
• To approve, remuneration payable to Kaushik Dutta, Non-Executive Independent Director of the Company.

  ›Against Edelweiss Mutual Fund

  • Edelweiss Mutual FundNot enough information to justify high fees of independent directors. Further fees not linked companies performance

  0 for1 against
• To approve, remuneration payable to Namita Gupta, Non-Executive Independent Director of the Company.

  ›Against Edelweiss Mutual Fund

  • Edelweiss Mutual FundNot enough information to justify high fees of independent directors. Further fees not linked companies performance

  0 for1 against
• To approve, remuneration payable to Sutapa Banerjee, Non-Executive Independent Director of the Company.

  ›Against Edelweiss Mutual Fund

  • Edelweiss Mutual FundNot enough information to justify high fees of independent directors. Further fees not linked companies performance

  0 for1 against
• To consider and adopt the audited standalone and consolidated financial statements of the Company for the financial year ended March 31, 2024, together with the reports of the board of directors and auditors’MoreLess

  1 for0 against
• To consider and adopt the audited standalone and consolidated financial statements of the Company for the financial year ended March 31, 2024, together with the reports of the board of directors and auditors’ thereon.MoreLess

  21 for0 against
• To re-appoint Sanjeev Bikhchandani (DIN: 00065640), as Non- Executive Nominee Director, who retires by rotation and being eligible, offers himself for re-appointment.

  ›Against Invesco Mutual Fund

  • Invesco Mutual FundSanjeev Bikhchandani, 61, Founder and Executive Director of Info Edge (India) Limited (Info Edge) and its nominee on the board of Zomato: on 30 June 2024, Info Edge held 13.5% of Zomato’s equity. Sanjeev Bikhchandani has attended five of six board meetings held in FY24 and retires by rotation. He has been a member of the NRC since 1 March 2021. We raise concern over the manner in which remuneration has been handled by the NRC – more specifically the use of stock option grants. Pre-IPO, the fair value of stock options granted to Deepinder Goyal aggregated almost Rs. 14 bn – larger than the collective size of remuneration of all CEOs of S&P BSE SENSEX companies. Post listing, the company’s two stock option schemes (2022 and 2024) met significant push-back from public market investors. Therefore, we do not support his reappointment This is in line with our ESG framework

  20 for1 against

Mutual fund votes, meeting of 29 Jun 2024, 30 fund houses

• 1) Approve Zomato Employee Stock Option Plan 2024 (ESOP 2024) under which 182.6 mn stock options can be granted.

  1 for0 against
• 2) Approve grant of Zomato Employee Stock Option Plan 2024 (ESOP 2024) to employees of subsidiaries companies.

  1 for0 against
• Approval for formulation, adoption and implementation of Zomato Employee Stock Option Plan 2024 for grant of employee stock options to the employees of subsidiaries of the Company under this plan.

  ›Against Axis Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Helios Mutual Fund, Invesco Mutual Fund, JM Financial Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Tata Mutual Fund, Zerodha Mutual Fund

  • Axis Mutual FundThe company seeks approval to extend the benefits of the scheme to employee’s subsidiaries. Our view is linked to our view in resolution #1.
  • Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, Helios Mutual Fund, PGIM India Mutual FundCompliant with Law. Governance concern: Potential economic benefits to a single employee appears to be disproportionate and excessive. Transparency Concern: NRC discretion to alter the maximum vesting period.
  • HDFC Mutual FundESOPs are being granted at a significant discount to market price
  • Invesco Mutual FundThe company seeks approval to extend the benefits of the scheme to employee’s subsidiaries. Our view is linked to our view in resolution #1. The above thesis supports the ESG metrics.
  • JM Financial Mutual FundCompliant with Law. Governance concern: Potential economic benefits to a single employee appears to be disproportionate and excessive. Transparency Concern: Nomination and Remuneration Committee's discretion to alter the maximum vesting period.
  • Kotak Mahindra Mutual FundLinked to resolution #1. No concerns is being raised with regard to the extension of ESOP Scheme to the employees of the subsidiary companies, however, since concerns are identified with regard to the scheme itself and that resolution 2 is interlinked with resolution 1, voting against.
  • Mirae Asset Mutual FundIn relation to our view on Resolution 1
  • Nippon India Mutual FundInadequate Disclosure
  • Tata Mutual FundCompliant with Law. However, company's ESOP exercise price being set at face value (Rs. 1) which in our opinion is at very deep discount to the current market price. Also, The Company has placed an absolute cap on the maximum number of options that can be granted to a single employee to be an aggregate limit of 0.5% of the issued capital of the Company. Technically, the Company can grant ~4.41 crore shares (0.5% of issued capital) to an individual employee. Therefore, approx. 24.15% of the entire option pool of the Scheme can be granted to a single employee which is very significant. Considering these two reasons, we vote against the agenda.
  • Zerodha Mutual FundPotential benefit to a single person appears to be disproportionate, raising concerns.

  8 for14 against
• Approval for formulation, adoption and implementation of Zomato Employee Stock Option Plan 2024 for grant of employee stock options to the employees of the Company under this plan.

  ›Against Axis Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Helios Mutual Fund, Invesco Mutual Fund, JM Financial Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Tata Mutual Fund, Zerodha Mutual Fund

  • Axis Mutual FundThe proposed scheme will cover about 2,000 employees, which is a large pool considering Zomato’s permanent employee strength on 31 March 2023 was 3,440. The stock options will be given at face value, with vesting based on the achievement of pre-determined performance metrics. The disclosure on performance metrics is unclear – the company has provided a large list of parameters with the flexibility given to the NRC to choose one or more of the list of parameters. Further, the parameters contain measures that are “adjusted”: it is unclear that these are adjusted for and if there any further built-in flexibilities towards such “adjustments”. We expect companies to disclose specific performance metrics with an expected target range for achievement. Although the ESOP plan will result in a 2% equity dilution, which is low, its impact on Zomato’s profitability is high – by our estimates, the fair value of the stock options aggregate Rs. 33.1 bn, which if spread over five years aggregates to about Rs. 6.6 bn annually: the annual cost is higher than Zomato’s FY24 pre-tax profits. Therefore, we do not support the resolution.
  • Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, Helios Mutual Fund, PGIM India Mutual FundCompliant with Law. Governance concern: Potential economic benefits to a single employee appears to be disproportionate and excessive. Transparency Concern: NRC discretion to alter the maximum vesting period.
  • HDFC Mutual FundESOPs are being granted at a significant discount to market price
  • Invesco Mutual FundThe proposed scheme will cover about 2,000 employees, which is a large pool considering Zomato’s permanent employee strength on 31 March 2023 was 3,440. The stock options will be given at face value, with vesting based on the achievement of pre-determined performance metrics. The disclosure on performance metrics is unclear – the company has provided a large list of parameters with the flexibility given to the NRC to choose one or more of the list of parameters. Further, the parameters contain measures that are “adjusted”: it is unclear that these are adjusted for and if there any further built-in flexibilities towards such “adjustments”. We expect companies to disclose specific performance metrics with an expected target range for achievement. Although the ESOP plan will result in a 2% equity dilution, which is low, its impact on Zomato’s profitability is high – by our estimates, the fair value of the stock options aggregate Rs. 33.1 bn, which if spread over five years aggregates to about Rs. 6.6 bn annually: the annual cost is higher than Zomato’s FY24 pre-tax profits. Therefore, we do not support the resolution. The above thesis supports the ESG metrics.
  • JM Financial Mutual FundCompliant with Law. Governance concern: Potential economic benefits to a single employee appears to be disproportionate and excessive. Transparency Concern: Nomination and Remuneration Committee's discretion to alter the maximum vesting period.
  • Kotak Mahindra Mutual FundThe proposed scheme will cover about 2,000 employees, which is a large pool considering Zomato s permanent employee strength on 31 March 2023 was 3,440. However, the stock options will be given at face value, with vesting based on the achievement of predetermined performance metrics. We do not favour ESOP schemes where the options can be granted at a significant discount to the market price. Although the ESOP plan will result in a 2% equity dilution, which is low, its impact on Zomato s profitability is high by our estimates, the fair value of the stock options aggregate Rs. 33.1 bn, which if spread over five years aggregates to about Rs. 6.6 bn annually: the annual cost is higher than Zomato s FY24 pre-tax profits. The Company has placed an absolute cap on the maximum number of options that can be granted to a single employee to be an aggregate limit of 0.5% of the issued capital of the Company. At present, 0.5% of the issued equity shares capital of the Company is ~4.41 crore shares. Technically, the Company can grant ~4.41 crore shares to an individual employee. Therefore, approx. 24.15% of the entire option pool of the Scheme can be granted to a single employee. The Exercise Price of the options is 1 per share. The same would result in an upfront economic benefit of approx. 871.20 Crores to individual employee, based on current market price. In absence of any specific limit to an individual employee, we do not favour the resolution. Hence voting against.
  • Mirae Asset Mutual FundESOP pricing at significant discount to market price
  • Nippon India Mutual FundInadequate Disclosure
  • Tata Mutual FundCompliant with Law. However, company's ESOP exercise price being set at face value (Rs. 1) which in our opinion is at very deep discount to the current market price. Also, The Company has placed an absolute cap on the maximum number of options that can be granted to a single employee to be an aggregate limit of 0.5% of the issued capital of the Company. Technically, the Company can grant ~4.41 crore shares (0.5% of issued capital) to an individual employee. Therefore, approx. 24.15% of the entire option pool of the Scheme can be granted to a single employee which is very significant. Considering these two reasons, we vote against the agenda.
  • Zerodha Mutual FundPotential benefit to a single person appears to be disproportionate, raising concerns.

  8 for14 against
• Approve Formulation, Adoption and Implementation of Zomato Employee Stock Option Plan 2024 for Grant of Employee Stock Options to the Employees of Subsidiaries of the Company Under this Plan

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundDilution from all plans would be excessive, There is limited information on exact performance parameters and targets that will be used to evaluate key managerial personnel for vesting of these awards

  1 for1 against
• Approve Formulation, Adoption and Implementation of Zomato Employee Stock Option Plan 2024 for Grant of Employee Stock Options to the Employees of the Company Under this Plan

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundDilution from all plans would be excessive, There is limited information on exact performance parameters and targets that will be used to evaluate key managerial personnel for vesting of these awards

  1 for1 against
• Approve grant of Zomato Employee Stock Option Plan 2024 (ESOP 2024) to employees of subsidiaries companies

  ›Against DSP Mutual Fund, Navi Mutual Fund, Sundaram Mutual Fund

  • DSP Mutual FundThe company seeks approval to extend the benefits of the scheme to employee’s subsidiaries. The stock options will be given at face value, with vesting based on the achievement of pre-determined performance metrics. The disclosure on performance metrics is unclear – the company has provided a large list of parameters with the flexibility given to the NRC to choose one or more of the list of parameters. Further, the parameters contain measures that are “adjusted”: it is unclear that these are adjusted for and if there any further built-in flexibilities towards such “adjustments”. We expect companies to disclose specific performance metrics with an expected target range for achievement. Although the ESOP plan will result in a 2% equity dilution, which is low, its impact on Zomato’s profitability is high – by our estimates, the fair value of the stock options aggregate Rs. 33.1 bn, which if spread over five years aggregates to about Rs. 6.6 bn annually: the annual cost is higher than Zomato’s FY24 pre-tax profits. Therefore, we do not support the resolution.
  • Navi Mutual Fund, Sundaram Mutual FundThe company seeks approval to extend the benefits of the scheme to employee’s subsidiaries. Our view is linked to our view in resolution #1.

  1 for3 against
• Approve Zomato Employee Stock Option Plan 2024 (ESOP 2024) under which 182.6 mn stock options can be granted

  ›Against DSP Mutual Fund, Navi Mutual Fund, Sundaram Mutual Fund

  • DSP Mutual Fund, Navi Mutual Fund, Sundaram Mutual FundThe proposed scheme will cover about 2,000 employees, which is a large pool considering Zomato’s permanent employee strength on 31 March 2023 was 3,440. The stock options will be given at face value, with vesting based on the achievement of pre-determined performance metrics. The disclosure on performance metrics is unclear – the company has provided a large list of parameters with the flexibility given to the NRC to choose one or more of the list of parameters. Further, the parameters contain measures that are “adjusted”: it is unclear that these are adjusted for and if there any further built-in flexibilities towards such “adjustments”. We expect companies to disclose specific performance metrics with an expected target range for achievement. Although the ESOP plan will result in a 2% equity dilution, which is low, its impact on Zomato’s profitability is high – by our estimates, the fair value of the stock options aggregate Rs. 33.1 bn, which if spread over five years aggregates to about Rs. 6.6 bn annually: the annual cost is higher than Zomato’s FY24 pre-tax profits. Therefore, we do not support the resolution.

  1 for3 against
• To approve, adoption and Implementation of Zomato Employee Stock Option Plan 2024 for grant of Employee stock options to the Employees of the Company.

  ›Against Edelweiss Mutual Fund

  • Edelweiss Mutual FundExcersie price is a steep discount to current market price

  0 for1 against
• To approve, adoption and Implementation of Zomato Employee Stock Option Plan 2024 for grant of Employee stock options to the Employees of the Subsidiaries of the Company.

  ›Against Edelweiss Mutual Fund

  • Edelweiss Mutual FundExcersie price is a steep discount to current market price

  0 for1 against